Enmity: Tron
by Darkryt Orbinautz
Summary: A race of robots have come to good ol' Equestria, and not all of them are friendly! Some of them are, though, and they won't let their enemies burn this world down like they did their own! Now, it's up to Princess Chrysalis and Commander Megatron to work together and stop the spread of the evil reign of a Twilight Sparkle-assisted Optimus Prime and his evil Autobots!
1. Transform and Rise Up, Part 1

**Disclaimer: **

**Transformers and My Little Pony are the properties of Hasbro. **

**Shattered Glass is the property of Fun Publications, although it is a subsidiary of the Transformers license.  
**

**This is a non-profit work made by an independent contractor outside of the official company's notice intended for non-profit entertainment and speculative purposes only.**

**Darkryt Orbinautz presents...  
**

* * *

For months, the azure, silver-haired unicorn had been waiting for this moment.

From the instant she had been exiled, from the very second she was banished, from that very first day she had arrived in Ponyville, she had been waiting for this. This was it.

Miles away, in Canterlot, ponies were enjoying a nighttime stroll, having no idea of the monsters that were about to be unleashed upon their world.

A high-pitched whistle recoiled through all of Equestria, alerting ponies to the disturbance, but not telling them what it was.

In Canterlot, its building erected on top of such high rocky mountains, had the clearest view anywhere as a blinding white flash appeared in the sky, much too big to be a star, yet too small to be a planet. An object descended down from the flash, falling down like a shooting star. Rather distinctively UN-like a shooting star, however, it split in two, a purple off-shoot flying off into a totally different direction as the original object. Both the off-shoot and the original object eventually crashed landed, causing a thunderous thump.

Most ponies dismissed, either having more distressing things to worry about, or thinking the Royal Guard would deal with it.

But they weren't, put bluntly.

Certainly not with her brother at the helm.

Azure-coated, silver-maned, purple-eyed Twilight Sparkle clapped her hooves together. She had been waiting for this moment.  
She was going to get there first. It was funny, really. If any of these ponies had just a read book from a thousand years ago, they'd know what was going on, but they dismissed it all as the ramblings of a madmare.

She didn't dismiss it, though.

And she was rewarded with the knowledge of the titans they she would be able to make serve her.

Feeling a thrill from the thought of her upcoming victory, Twilight Sparkle laughed.

* * *

**Enmity: Tron  
**

**Episode 1  
**

**Transform and Rise Up! (Part 1)  
**

**Episode Synopsis: Twilight Sparkle's plans for revenge go awry when she mistakenly resurrects the calculating Megatron instead of the sociopathic Optimus Prime. **

* * *

Twilight threw open her library door, causing the disused door to fall off its hinges onto the grass. As he had done many, many, many times by now, her lowly assistant, Spike, came out behind and propped door back up, knowing full well it would only be thrown off again the future. The stoic blue dragon never gave any of Twilight's any answers about this behavior of his.

"Oh, and Spike?" Twilight asked him as they were walking along. "This is the day I get my revenge. Try to pretend you're happy, at the very least."

"Very well." Spike pulled out a set of fake plastic teeth from hammer space and shoved it into his mouth, giving the appearance of a wide, forced smile.

"Come! We must gather the girls...ah, there's two of them now!"

Some feet away, an orange unicorn, was wrestling an white earth pony mare into a pile of mud.

"Oh, how atrocious!" The white mare exclaimed. "Shoving me into the mud like this! That's no way to treat a lady, Rarity!"

"Ah'm a la-die, too, Applejack." The orange unicorn responded.

"You're no lady, you're a pig." Applejack retorted.

"Both of you!" Twilight shouted at them, "Shut it! Today's the day!"

"The day for y'all's revenge?" Rarity questioned. Twilight had told all of them- herself, Applejack, Rainbow Dash, Pinkie Pie, and Fluttershy- at length of her plans for revenge and how one day, the instruments of her divergence would arrive in a some kind of titanium ark. But they never really took her seriously...

"Yes! I know where the ark landed! I saw it last night! We're going to get there before anypony else and rebuild the living weapons within!"

Rarity and Applejack looked at each other before turning back to Twilight and shrugging.

"O'kay then." Rarity drawled.

"Before any revenge is had by anypony, I demand this mud be washed off me!" Applejack exclaimed.

"Nopony cares, Applejack." Twilight responded viciously before galloping off to get the rest of their friends. Spike came up behind with a brush and a bucket of water to clean Applejack. He was such a good butler, the way he just did what everypony asked without asking anything back and silently suffering through their all their quirks. It was almost like he was waiting for something, but he couldn't possibly be a spy or something, could he? (Glaring, obvious not-at-all-subtle hint, hint.)

Twilight eventually found all the rest of their troupe. Rainbow Dash, a grey pegasus whose talent of planning and calculation had propelled her to be the captain of the local weather team. Pinkie Pie, a doctor and the most psychologically stable of the group. As well as Fluttershy, a flight-loving pegasus with an intense phobia of small critters.

Together, the group marched behind Twilight Sparkle as the unicorn led them out of town.

"Twilight, not that we don't want to help y'all none with this here revenge scheme, but where are y'all taking us?" Rarity questioned, not sure why they had to go all the way out of town for it.

"To that mountain!" Twilight pointed at the mountain in the distance. "It's there we'll find the ark, and the weapons inside!"

They continued down the rocky path, eventually arriving at the crash site of the fabled ark. It was a majestic thing in its construction, and it wowed them all. For even is lay there, smoking, with piece of it sheared off from the crash, it still looked like a mighty vessel in it's brilliant red hue.

"Well, everypony...crawl in!"

The group did just that, skillfully climbing up and leaping off the rocks around in order to enter the hatch bay, left hanging from the impact.  
Once inside, Twilight's friends were stunned at the ship's contents.

Littered across the floor, scattered by the dozens, were huge robots almost as tall as dragons, with tires and glass panels and afterburners sticking out of them in various places.

Everypony but Twilight gasped.

"You never said they were all robots!" Applejack gasped.

"Cool!" Fluttershy applauded. She flew around, admiring the awesome mechs around, until she saw a tiny one that was almost pony-size in the shape of a orange wolf, which sent her reeling behind Pinkie, cowering due to her phobia.

"Reaction: Predictable." Rainbow Dash said, emotionless.

"Rainbow Dash, come help me figure out which one of these robots to energize first." Twilight demanded, gesturing for Rainbow Dash to come over.

"Hmm..." Rainbow Dash flew into the air and took a scan of the room. "All of them have either one logo or another on them...either purple and stoic or red and angry."

"Hey!" Rarity shouted, pointing at a red and black robot on the far edge of the room. "That one has a red logo, but one of the st-st wutever y'all said!"

"So it does." Dash agreed.

"What d'yall think it means, R.D?"

"Well, being that have I only circumstantial information, I would conclude it is a unique hybrid of the two."

"Yeah, yeah, fascinating." Twilight scoffed. "Now, which one do I resurrect first for my revenge?"

"Hmm..." Dash noticed two particulars more or less in the center of the room. "Those two's increased height suggests higher positions in the hierarchy."

So, Dash narrowed down Twilight's choices to either a red-logo white and black robot with a huge black cannon on it's arm that was almost like a tank unto itself, or a purple and grey-blue robot with a faceplate and the purple logo.

"Which one, then?"

"Observe the white one. The battery on it's back clearly conceals weapons, and the broad wings suggest a flight capability. It's clearly the better one for combat."

"The white one it is, then!" Twilight declared, affixing her gaze on it.

Her horn began to shimmer and, well, sparkle, with a purple light, rotating around and around itself before turning into a mace of energy that shot out and into the white body, causing the until-now dim insignia on its chest to light up. A barely-visible L.E.D went from zero percent to one hundred percent in the blink of an eye.

His eyes flashed purple from the magic before righting their original blue. It took him a moment to gather his bearing.

"Ohhh..." He rubbed his head sorely before seeing the tiny, strange creatures gathered around his feet. His first thought was to throw his arms up in in the air to show he meant no harm.

"Hello, tiny creatures! I am Megatron, commander of the Decepticons. I mean you no harm!"

"That's always what the aliens say in movies!" Fluttershy informed her fellows.

"Silence!" Twilight snapped before composing herself. She bowed at Megatron. "Commander Megatron, is it? Well, I am Twilight Sparkle. I have given you energy- I have given you a new life! So, so I've done that, I'm going to request a little...favor of you."

"A favor?" Megatron questioned, his optics shifting, obliviously more concerned for his men than what this pony wanted.

"Yes. There's these ponies, you see." Twilight said. "Ponies who have wronged me in indescribable ways. I want revenge on them!"

Megatron frowned. "Surely...we could talk to them, first? Offer them a chance to explain?"

"Sadly, they've had that chance." Twilight explained. "Now, the only way for them to make up for it...is death!"

Megatron let out a deep, tired exhale. "Must it always end in killing?"

"Yes!"

That just made Megatron even more depressed.

"Really?"

"Yes!"

Megatron sighed. "Fine." He stood on his knees before drawing to his full height. "But may I request you return this favor?"

"What?" Twilight growled, lips swerved to the side of her mouth.

"That you restore my soldiers." Megatron gestured to the red-logo robots across the room.

Twilight stroked her chin and thought about it for a moment. "Okay! But not until after you kill this pony I know."

Megatron sighed. "Fine. Who needs to die?"

"Queen Mi Amora Cadenza!" Twilight exclaimed. "She rules Canterlot in stead of Queen Celestia with my brother, Shining Armor."

Everypony else shivered at Celestia's name, but Twilight seemed unfazed.

"Shining Armor...?" Megatron tried, but couldn't withhold a snicker. "What kind of names do you creatures give your young?"

"Whatever kind of name we want!" Twilight growled at him, stomping a hoof. "Now, let's get out of here. We have a long march if we want to make it to Canterlot by nightfall."

"Fine, fine." Megatron walked around the room, taking long strides to avoid stepping on any of the various deactivated Decepticons in the room. "Let me just make a note here..."

Megatron waddled over to the walls of the room, filled with computers and buttons and screens. He opened a drawer, pulled out what could be best described as a huge floppy disk, and inserted into a slot before typing a message on the screen in alien characters no pony in the room could read.

"Okay!" Megatron declared with determination. "Lead the way, my little comrades!"

The mismatched group made their way out of the ship, hopping their way off the various rocks. Megatron landed with a thump after the rest of them had already got out.

Once they had their bearings, Twilight pointed at a mountain the distance. Mounted on the mountain's side was a huge castle-like area, outfitted with dozens of towers and a baker's dozen of terraces.

"That's Canterlot, where Cadenza awaits." Twilight's voice took a disturbing hiss at the Queen's name. "We'll need to..."

"Ah!" Megatron raised his hand. "No need. Transform!"

Megatron jumped and stretched his arms out. His hands folded into blocks that furled into his arms. His legs bent over in ways that shouldn't have been possible and turn into an block that attached to his waist. An extended tower rose up over his back and slammed onto his shoulders, concealing his head. When he was done, the ponies were staring at a one-hundred percent bon-a-fied Cybetronian jet.

"Whoa." Fluttershy droned. "Awesome."

Megatron lowered himself and opened his cockpit. The room was more than large enough to seat the six of them comfortably.

"Hop in!"

The group jumped their way in and took their seats. Megatron closed the window and took off, headed straight for Canterlot in the distance. The rumble of his engines was oddly soothing to the ponies.  
"So, Twilight Sparkle..." Megatron's voice came out through a control panel. "What did Queen Cadenza do to you, exactly?"

Twilight raised an eyebrow. "What do you mean?"

"What do I mean? I mean, what did she do that's just so horrible that you can't find it in your heart to forgive her? What did she do the the only thing to do is kill her?"

Twilight's perky demeanor, which she been keeping all throughout the day, seem to break for the first time. "She...stole my brother from me."

"I thought you said she ruled with your brother?"

"Yes...and, she killed my best friend."

"Oh. Oh my..."

Megatron became unsure about helping Twilight now. When she said the only way for Cadenza to make up was death, he was certain she must have done something horrible. Something that called for some serious justice. But now that Twilight let him in on some of the details... it seemed more like he was helping with a plot for revenge than to serve a sentence.

But still...he had an agreement with her that she'd heal his troops if he took care of her problem. And it may seem bad to go and kill someone just to get what he wanted, but...Cadenza had killed, too. So, it was all fair in the end.

...Wasn't it?

Faced with all this doubts, Megatron attempted to reflect on how he got here to start with...

* * *

_Cybertron was once a beautiful planet. But now, in a short time, the ravages of war had reduced it to little more than a floating pile of scrap in outer space._  
_Beneath the surface, the Decepticons- a collection of scientists, mathematicians, and scholars united to the defend their home against the Autobots- were huddled in their underground bunkers._

_Megaton, their leader, stood tall over a table with a variety of battle maps placed on it. He drew the tip of Rumbler, his cannon across one, then to another._

_He turned to his head to his trusty lieutenant, Starscream._

_"Sir?" Starscream questioned._

_Megatron frowned. "I'm sorry, Starscream, but there aren't any ways we can salvage this."_

_"You mean...?"_

_"Yes. The only to get more energy is to leave the planet and find somewhere else out there."_

_Starscream looked at the maps. "You realize, sir, that wherever we find will eventually run out of energy as well?"_

_"Yes..." Megatron sighed. "All we can really do is hope that we defeat the Autobots before that happens."_

_"Hmm..." Starscream placed his hand against his chin._

_Megatron leered, not liking that his lieutenant wouldn't speak his mind. "Do you have an idea, Starscream?"_

_"Well...we don't know whether this will work or not."_

_"And how, exactly, do you intend to address that, Starscream?"_

_Starscream clapped his hands and pumped his fist in the air. "Why not ask someone who's already been through this?"_

_"Who?"_

_"Cliffjumper!"_

_"...Of course! You're a genius, Starscream!"_

_"Oh..it's nothing." Starscream put on a nervous grin and carefully stepped away, uncomfortable with receiving any kind of praise. He was but a solider, after all._

* * *

"We're almost there!" Twilight exclaimed, jumping up and down, clapping her hooves in joy. "At last! After all this time, I will have my re- um-um-um, I mean, my friend will have justice!"

Megatron was unconvinced.

_All right..._ Megatron tried to think of what he could do to salvage this situation while still saving his troops. _What can I do? I'll explain what's going on to the Queen, and hopefully, she'll have pity of me and resurrect my troops instead of Crazy here._

Canterlot up-close was much more foreboding and menacing than it was from a distance. Every building was topped with a roof as black as night, and every brick a cold, dead, grey.

"We're here! We're here!" Twilight giggled, unable to contain her excitement.

"Twilight Sparkle, if you do not calm down, then statistics suggests you will make an error in your excitement that will cost you your vengeance." Rainbow Dash tried to warn. Twilight rebuked her.

"Whaaatever!"

Megatron steadily lowered himself to the ground, unfolding his landing gear for touchdown.

"All right, ladies..." Megatron said, trying to hide his doubts of their intentions. "Here we are."

The girls all climbed out of his cockpit. The residents of the city all stopped and stared, beginning to murmur amongst themselves.

"Isn't that Twilight Sparkle?"

"Wasn't she exiled?"

"I heard she's the only pony to see the original Queen in person, and went crazy because of it!"

"SILENCE!" Twilight shouted at the whispering crowds. "I am not here to listen to your rumors and whispers! I am here to see Queen Mi Amora Cadenza with the aid of my new weapon here!"

"Weapon?" A pony questioned.

_Weapon..._ Megatron repeated in his head. _I know I need to get out of this, somehow...but I can't help but feel like she's right on that much_.

"Yes!" Twilight bucked Megatron's engine. "Come on out, Megs!"

Megatron transformed back to his robot mode. Everypony gasped, and the more fearful of them bowed down on their front hooves and started murmuring phrases of their submission.

"H-hello!" Megatron stuttered, waving a hand at them, trying to be friendly. "It's okay! I'm not going to hurt any of you!"

Twilight seemed surprised and whipped around, disappointed. "You're not?"

"No." Megatron whispered. "Why would I do that? I mean, unless every single of them killed your best friend, too!"

Twilight seemed mollified by Megatron's retort. "Very well. Onwards!" Twilight pointed down the road. "To the castle!"

The group made their way down the road towards the extremely terrifying Canterlot 'castle'. It was more of a fortress, really.

They stopped just short of the castle's drawbridge gate. Twilight rounded her friends and stomped her hoof.

"Ehh..." Pinkie said. "Megatron, you might want to cover your ears...or whatever you have."

"Why?"

"MI AMORAAAAAAA!" Twilight screamed at the top of her lungs. The entire earth around her shook from the force. "COME OUT, COME OUT, WHEREVER YOU ARE!"

Two ponies approached from a balcony. One was a tall mare with a lavender coat and purple mane with a pink stripe. The other was a proud-looking stallion with a grey coat and black mane.

"Twiley!" The stallion greeted. "It's good to see you again, kiddo!"

"I would say that I wish I could say the same, but I really don't wish I could."

The stallion seemed to not notice Twilight's hissing tone. "How's life been for ya?"

"Fairly good, all things considered..." Twilight's pout slowly turned into a grin. "But it's about to get better! Megatron, dearie..."

Megatron nodded and took a step forward. "Queen Mi Amora Cadenza and King Shining Armor, I presume?"

"You presume correct." The lavender mare growled. "Now, what kind of metal aberration are you, that addresses me so confidently?"

Megatron got on his knees and bowed.

"...What are you doing?" Twilight hissed. "Don't- don't bow to her!"

"I am Megatron, commanding officer of the Decepticon resistance." Megaton introduced himself. "I was the captain of a vehicle that crashed in your lands, and now all my soldiers, troops, and friends lie deactivated in my ship."

Cadenza seemed interested. "...Go on."

"Twilight Sparkle, in her quest for revenge against you, reactivated me- and only me- with the intent of having me kill you in revenge for you having killed her friend, and it was my only option if I wanted to restore my friends" Tell me, Your Majesty, about this friend."

Twilight's jaw dropped at the unraveling of her 'perfect' plan.

Cadenza sniggered. "Killed her best friend? Killed her best friend? Hahahah! Only if you count a STUFFED DOLL as a friend!"

"AND I DO!" Twilight screamed, shaking a hoof at the Queen.

"Now, tell me, Megatron...what do you want me to do about it?" Cadenza flicked her hoof through her hair condescendingly.

Megatron threw his open hands to his sides in pleading. "Please, Your Majesty. I do not have the means to resurrect my friends on my own, and my only other option would be to kill you and hope that Twilight keeps her end of the agreement. Have pity."

_Please, please have pity, and tell me I didn't just completely mess everything up for the Decepticons by doing this._ Megatron added to himself in his head.

"You-you!" Twilight shook her hoof at him. "You- I can't believe this! GIRLS! It's time for a tactical withdrawal!"

"What's that?" Rarity questioned.

"It's like running away, except you're not a pansy if you do it."

"Oh."

"Sounds good to me!" Fluttershy exclaimed.

The six of them went blazing back the way they came, pushing any and everypony in their way out of it. Twilight, in particular, shoved a very tall pony in a brown traveling robe to the ground, ("Out of my way!") revealing a slender pink hoof with an awkward bend to it...

The crazed unicorn didn't notice how the cloaked traveler kept their gaze on her for as long as she was visible.

Megatron turned his back to watch her go before turning back to Cadenza's balcony. "Ehh...your ruling, Your Majesty?"

"I feel sorry for you. Really, I do." Cadenza said, though her tone didn't offer much in the way of sympathy. "But you brought Twilight Sparkle and her friends here. Twilight's an exile, so her coming back is here is against the rules, you see. And since you brought her here, you broke the rules too. See?"

Megatron closed his eyes, lamenting to himself that he wasn't really closer to restoring the Decepticons now then he had been while with Twilight.

"Yes...I understand, Your Majesty."

"Good." Cadenza said. "Megatron...you are under arrest."

Guards started flying from the castle's windows, and Megatron threw his arms up in the air in surrender.

As he sat there on the bench of his cold, iron cell, Megatron dropped his head into his hand and started to wonder how he could've messed things up so badly. Apparently, the cell was once used to hold a dragon, which was how he could fit in it.  
He briefly thought of before the War, when he was studying under the tutelage of an old Cybertronian...one much wiser than himself.  
The Fallen.

* * *

_Iacon University..._

_A young Megatron waddled his through the halls, looking for his mentor and master._

_"Master Fallen? Master Fallen?" Megatron exclaimed, trying to summon him up to him._

_Megatron concluded that he must've have been in his office. So he went there, but just before he could knock on the door, another student -a purple 'bot with a faceplate named Perceptor- came rushing out of the room and knocked him down._

_"Oh, Megatron!" Perceptor knelt down and helped Megatron up. "Sorry. I didn't see you there."_

_"It's all right." Megatron said airily, even though his vision was spinning. "What's got you so excited?"_

_"I failed a test, but The Fallen said he would let me re-take it!"_

_"Didn't you already...re-take that test?" Megatron grasped his hand on the wall, trying not to fall over._

_"Yes, but he said he would let me try one more time! Speaking of which, I better go study! He DID say this is my last chance!"_

_Perceptor ran off. How that bumbling klutz got into Iacon University, Megatron would never know. Probably had connections._

_Megatron knocked on the door to his tutor's office._

_"Come in." Answer The Fallen's old voice. Megatron creaked the door open. "Ah! Megatron, my faithful student. What brings you here?"_

_The Fallen was a strange bot. His appearance suggested he was built in an older time, with vents and furnaces all around him, and he was exhuding this bizarre aura of blue flames that gave off an oddly soothing cold._

_"Well, I had a question..." Megatron held a clipboard in his hand. "But now I have another one._

_"I am happy to answer as many questions as you have for me, Megatron."_

_"Perceptor told me you were giving a third chance at a test?"_

_"Yes."_

_"Well...isn't that against school rules?"_

_"Perhaps...but I believe Perceptor has potential, though he lacks guidance. It wouldn't be right not to at least try to help him."_

_"But..."_

_"I know what you are going to say, Megatron." The Fallen said. "But sometimes we must break the rules in order to do what we think is right. You'll understand one day, I'm sure. Now, what was your question before Perceptor sidetracked you?"_

* * *

Megatron looked out the window of his cell, at the Sun's oddly dim rays. He sighed, his flashback having not helped him any.

* * *

Back at the crashed Decepticon ship, the pink-hooved traveler Twilight knocked over earlier approached. She looked up at the ship for a while before flexing her wings beneath her cloak and flying inside.

She pulled her hood off, revealing a twisting, pointed horn that was curved curved like a lightning bolt. Pink energy swirled around it before blasting off in the form of a huge spark towards one of the inactive Decepticons. Before the Decepticon's systems could absorb her magic and reactivate, she jumped ship.

The lucky Decepticon to receiver her energies was none other than Starscream.

"Eeeh...what happened?" Starscream rubbed his head. He looked around the room and noticed the active, on-line screen.

"What's this now?" Starscream wondered, approaching the computer. It was a note from Megatron!

_Dear Decepticons,_

_I write this note in the hopes one of you will be somehow reactivated while I'm out._

_I have been reactivated by a local of the native planet we've crashed on. Our Energon supplies are only really sufficient to activate three of you, and I cannot make any decision about which of you to reactivate until I can ensure that we will be able to resurrect all of you._

Starscream curled his fist, torn. He appreciated Megatron's concern, but not at least trying to resurrect someone who could have his back seem something of a logical error to Starscream. _Why go it alone when you could have three extra sets of hands to help on the quest?_

The lieutenant then noticed something bizarre...the Energon readings were enough to energize three, but he was up and active. So, since the Energon was untouched, how was he pulled back online?

He shook his head. He would investigate that later. Right now, there were a few Decepticons he wanted to revive...

Drapping the limp forms of his fellows from end of the room to another, Starscream switched on the trigger for the ship's automated repair systems, bringing back, in order..

Soundwave, their communications officer.

Side Swipe, a former Autobot who abandoned his team when they double-crossed his squad leader and left the rest of them to die.

Cliffjumper...Cliffjumper was an interesting case. Most definitely an Autobot, but one from an alternate reality where the heroic Autobots waged their battle to destroy the evil forces of the Decepticons.

"All right, Decepticons!" Starscream shouted, fist in the air, taking immediate charge in Megatron's absence. "I know you all just came back online, but Megatron is A.W.O.L, and we need to find Energon!"

"Right-O, Screamer!" Soundwave agreed. "Can't get our nap-time in when our leader isn't with the jamboree, am I right?"

"I would say yes, if I could understand what you're saying." Side Swipe retorted.

Cliffjumper gave Soundwave a thumbs-up. "Right-O, man!"

Side Swipe sighed. "I'm surrounded by weirdoes."

"Enough!" Starscream slammed his fist. "Decepticons!...And Autobots, Transform and Rise Up!"

The quadruplet of Decepticon (...allied 'bots) all transformed and flew (or drove) out the ship's entrance.

"Heey!" Soundwave trilled. "Anyone else see that mega-castle up on that mountain?"

"Yeah...looks evil." Cliffjumper said. Then again, given his origin, what looked evil to him could very well look good to other people.

"It's a building, at least." Side Swipe motioned.

"So that means civilized creatures. Perhaps we can ask them for aid." Starscream reasoned. "Decepticons, head for that castle!"

They drove off. Starscream followed closely behind, even though he could've easily flew up there without him, but it would do them no good to split up.

A fair while after they left, though, Twilight and her gang returned to the ship and made their way inside. Twilight fumed and fumed and fumed.

"Statement: Do not be upset with me, Twilight Sparkle." Rainbow Dash said. "My conclusions had been based solely on visual-"

Twilight struck her across the cheek, not caring. "YOU HAVE FAILED ME! But I forgive you...after all, it was your idea to come back and try the other robot..."

Twilight approached the robot with the purple logo on it's shoulders, her manic grin reflected in his chest-windows...

* * *

It took them awhile, but the Decepticons managed to struggle and flail their way into Canterlot. Once there, they made sure to regroup before transforming.  
Cliffjumper hesitated, remaining in his buggy mode.

"Aw...what's wrong, Cliff?" Soundwave asked.

"Optimus- MY Optimus always has us remain in vehicle mode before revealing ourselves to the public at large."

"Aww, it'll be fine! Watch." Soundwave tromped over and made his way into the street, where the crowd from earlier immediately reformed at the sight of Megatron's kin.

"How's it going, tin-eh dudes!?" Soundwave greeted. "I'm Soundwave! I'm with the Decepticons, and I'm looking for our boss-mech, Megatron! You seen him?"

"Yeah!" One crowd-goer was brave enough to answer. "He went towards the castle and didn't come back."

Cliffjumper transformed, seeing that the little organics were fleeing in abject terror at Soundwave, and turned to Starscream. "Didn't come back? That doesn't sound good."

Starscream raised his hand. "Let's not jump to any conclusions." He waddled towards the crowd. "Where is this castle?"

"Just keep going down this road, and you'll find it. Good luck!"

Cliffjumper and Side Swipe exchanged glances, not encouraged by the pony's tone. They walked their way to the castle, where Cadenza and Shining were already on the balcony, having heard their metal footsteps.

"Urrgh! More of you?" Cadenza grunted. "What do you want?"

"We would to locate our missing leader, Megatron." Starscream said. "Would you happen to know where he went?" Starscream only now noticed the crown on Cadenza's head. "Your Majesty?"

Cadenza laid across the balcony's rail. "I do know where she is...but why should I tell you?"

"Because he's our boss-mech, Your Queenliness!" Soundwave exclaimed.

"Queenliness?" Cadenza questioned, before deciding she liked the word. "Shining Armor, file that away for future use!"  
Shining saluted and scampered off, presumably to do just that.

"Now, Megatron's safely tucked away in one of my prison cells." Cadenza informed them. "Give me one good reason why I should let him out."

Starscream raised his hand to answer, but he was cut off by a purple laser blast streaking it's way past him and blowing a hole in the ground.

"**So I can have fun with my old playmate again!**" A booming, nigh-demonic voice shouted.

Cadenza turned around to see who had intruded, and was enraged to see Twilight Sparkle and her friends having the gall to come back again so soon.

The Decepticons, however, were a bit more concerned about the fact Twilight was riding the shoulder of one, shotgun-holding, optics glowing, very much functional Optimus Prime, with some of the nastiest Autobots around beside him.

"Awww...scrap." Cliffjumper swore. Starscream would've scolded him on his language, but in this case, it was completely justified.

* * *

**Author's Notes for "Transform and Rise Up Part 1"**

**The mountain the Nemesis (not the Ark, as Star Swirl the Crazed's book led Twilight to believe) crashed into is the one seen in use by the dragon in "Dragonshy", and mirrors how the G1 Ark crashed into a random volcano. (Or Mt. St Hillary, depending on whether you go by comic or cartoon.)  
**

**This chapter had an unused first draft in which SG Baby Heart Throb and the Ice Cream Dwarves from G1 My Little Pony would've made an appearance. The Decepticons would've saved innocents from Dwarves' out of control ice cream tank thingies. (I didn't make that up, those are from the _actual cartoon_.)**

**The creators of Shattered Glass have said that Optimus Prime sounds like Venger, a villain from a Dungeons and Dragons cartoon...who was voiced by Peter Cullen.**

**Now, SG Optimus is a redeco of a toy of G1 Optimus.**

**SG Megatron is a redeco of a toy of Energon Megatron, who was voiced by David Kaye.**

**Considering the above, does SG Megatron sound like Animated Optimus Prime, who was voiced by David Kaye?**

**Oh, and it's because of the above "sounding like Venger" comment that Optimus's dialog is in bold. When I use bold in my stories, it (..._usually_) means the character has some demonic/magic tone in their voice.**

**I should mention this fic has been a_ long_ time coming. I, like...thought of it when FIM:P was still in Act 1, or like, halfway through Act II, or so, but only recently I have gained the fire to make it.**

**The relationship between the Fallen and Megatron is meant as a compare/contrast of their own relationship in Movie continuity _and_ Optimus Prime's relationship with Alpha Trion in the Aligned continuity.**

**Here's a Color Chart for you**

**The Fallen- Titanium/War Within Fallen with the colors of the 2010 Fallen's blue deco.**

**Twilight Sparkle- Twilight's body with Trixie's colors**

**Rainbow Dash- Rainbow's body with Silver Spoon's colors and glasses. **

**Pinkie Pie- Pinkimenia with a dark blue, yellow rimmed coat (think Napoleonic Era)  
**

**Fluttershy- Rainbow Dash's colors on Fluttershy's body**

**Rarity and Applejack- each other's colors: Normal Applejack's gala dress on SG Applejack**

**Shining Armor- King Sombra's colors on Shining's body**

**Cadenza- Normal Twilight's colors on Cadence's body**

**Briefly thought about calling Shining Armor "Dark Armor" since there's at least_ one_ SG Character with a different name from his counterpart (Omega Doom) but decided against it.**


	2. Transform and Rise Up, Part 2

**Disclaimer:**

**Transformers and My Little Pony are the properties of Hasbro.**

**Shattered Glass is the property of Fun Publications, although it is a subsidiary of the Transformers license.  
**

**This is a non-profit work made by an independent contractor outside of the official company's notice intended for non-profit entertainment and speculative purposes only.**

**Darkryt Orbinautz presents...  
**

* * *

Having come in from an adjoining street, the Decepticons could only stare the sight of the Autobots before them- purple-truck Optimus Prime, black cars Goldbug and Rodimus, grey dinosaur Grimlock, and scrubs green-van Ratchet.

Cadenza glared, dumbfounded as to what just happened. "Who are you supposed to be?"

"**Who I am supposed to be?**" Optimus retorted. "**I am Optimus Prime, leader of the Autobots, and now...your new _king!_**"

Cadenza grimaced. "_I_ am Queen."

"**You say that as though I care.**"

Optimus twirled his shotgun, the one that turned into his vehicle mode smokestacks, and opened up a panel on it. He pulled out a glowing blue cylinder from his backpack and inserted it into the gun, reloading it. He aimed it at Cadenza's balcony, a purple light emitting from the tip as the gun got ready to blow up something real well.

"Hey, Cadenza!" Shining said, coming back onto the balcony with a scroll in hoof. "I wrote it all down, like you said: "Your Queenliness!" Hey..." Shining noticed the Autobot with a glowing gun pointed at him and his wife.

"Did I miss something?"

* * *

**Enmity: Tron**

**Episode 2**

**Transform and Rise Up! (Part 2)**

**Episode Synopsis: Twilight enlists Optimus Prime's help with burning down Canterlot: The Decepticons meet new allies and attempt to rally their forces.  
**

* * *

Shining prepared to an offensive spell to defend his wife, but it was unnecessary. Starscream fired at Optimus, disrupting the Autobot's aim and throwing off his shot, sending it flying into the sky harmlessly.

Starscream raised his fist and shouted. "Decepticons, attack!"

Pulling out their guns, the Decepticons opened fire, engaging their mortal enemies in combat once more. A spider web of yellow and purple laser fire spread across the Canterlot street.

"**Autobots...destroy them!**"

"I'll help, I'll help!" Twilight cheerfully exclaimed, teleporting off Optimus' shoulder and onto the ground. She fired a laser at Starscream's chest, making the lieutenant stumble.

Cliffjumper, meanwhile pulled out a white bazooka too big to hold in his arms alone and propped it over his shoulder, ready to score a decisive blow on the Autobot Goldbug.

"All right, Golden Boy..." Cliffjumper smirked. "Ready for a new ventilation?"

"Only if you are, double-crosser!" Goldbug rasped at him.

Fluttershy flew up in front of Cliffjumper's bazooka and put her hooves together with big pleading eyes. "Oh, Mr. Cliffjumper, sir, you wouldn't hurt a poor, cute little pony like me, would you?"

"Well..." Cliffjumper trilled, Spark softened by Fluttershy's big round eyes. "I guess not- AHH!"

Goldbug took the opportunity for a pot shot at Cliffjumper's leg.

"You-you did that on purpose!" Cliffjumper realized. Fluttershy giggled mockingly. Cliffjumper tried to grab her, but she flew away faster than he could react.

Down in his cell, Megatron could hear the dim sounds of battle that were all to familiar to him. He gazed out the window and grabbed the bars. "What's going on?"

"**Strike, my Autobots! Strike, and remove this new world of our enemies' _pestilence!_**"

Megatron's optics widened, jaw dropping in horror. He knew the voice of Optimus Prime better than even some of Optimus' own troops. "I have to get out there! But how?" Megatron looked around the cell in the hopes of a crack, a chink, anything he could've used to get out. His cannon whirred on his arm.

Megatron raised his arm to stare at his cannon. "Are you trying to tell me something, Rumbler?"

Rumbler, his cannon, rumbled in response. It finally occurred to Megatron what his semi-sentient cannon was trying to tell him.

He prepared his signature cannon and blasted the cell walls wide open. Now with an exit, he transformed and blasted off towards the sound of the disturbance.

Cadenza looked back between the warring factions, uncertain what do to, having never been in this situchation before. "I...as Queen of Canterlot, I order you all to STOP!"

They ignored her. That made her upset.

"I said STOP!"

Optimus Prime turned his gun back on her. "**Silence, you harping banshee!**"

"It is you who should be silent, Optimus Prime!"

Megatron flew in from above and rammed Optimus with the nosecone of his jet mode, dragging the heels of Prime across the grass.

"**Hraah...RAAG!**" Optimus, with a heaving grunt, grabbed Megatron's nosecone and hurled it off himself, sending Megatron tumbling through the air. Megatron recovered quickly, transforming and skidding to a stop on his own heels. The Decepticon leader held out his arm, and his faithful companion Rumbler jettisoned from it and landed on the ground, ready to fight on its own terms. Rumbler quickly proved a much more chaotic opponent than Megatron, firing random and sporadically at all the Autobots in turn.

"Dah!" Goldbug ducked to avoid the sparking rockets. Goldbug always had a nervous paranoia that he wasn't really appreciated by his peers, and saw a perfect opportunity to correct this.

"I know! I'll snipe Megatron right here, and then Optimus will know just how much I'm really worth to him!"

Taking aim, Goldbug fired a shot headed from Megatron. But the pink-hooved traveler from earlier was watching the whole battle, and only now decided to act. Horn aglow, she twisted a a metal sign into the laser's path, causing it to rebound and hit Optimus instead.

"**Aragh!**" Optimus clutched at his side, the shot having done more damage than Goldbug would've expected. "**Autobots, fall back!**"

The Autobots all transformed into their vehicle modes and rolled back the way they came, Twilight and her cronies struggling to catch up to them.

"H-hey! Don't leave us, guys!" Twilight shouted at them.

Megatron held his arm out for Rumbler to reattach itself and turned towards his men. "Starscream! Soundwave!...Side Swipe and Cliffjumper...I can't express how happy I am to see you all online."

"The same here, sir." Starscream replied...before walking up to Megatron and slapping him across the face. "Why didn't you try to bring anyone back online before leaving!?"

"I left in the note that wasn't enough Energon for more than three of you!"

"You still should've at least reactivated one of us to back you up!"

"And how exactly would've I decided which one of you, Starscream!?"

"HEY!"

The arguing Decepticon couple looked up at Cadenza's scream.

"We have more pressing matters to deal with...specifically, what I'm going to do with all of _you_." Cadenza hissed the last word.

"'Do' with us...?" Cliffjumper parroted. "Excccuuse me, Princess, but we just kept the Autobots from destroying your town! I think just a little gratitude is in order."

"Oh, really? Would you like to explain how that sign over there got bent?" Cadenza pointed at the sign, and the Decepticons looked at it. They really didn't have any explanation.

"No...but the Autobots would have razed the whole town and killed everyone inside!" Starscream objected. "That sign is a minor loss compared to the devastation we've avoided today."

Cadenza snorted. "Do you think I care? You all still defied my orders! Therefore, that makes you as guilty as anyone. And you!" Cadenza pointed at Megatron. "Don't think I'm happy you busted out of you cell!"

"Your Majesty." Megatron raised an objecting finger. "I think I've earned a pardon given that I just managed to fight off Optimus Prime and his cohorts."

"I don't care! Arrest them!"

"Queen Mi Amora, you can't do this-!"

Any further protests were cut short by squadrons of unicorn guards flanking the Decepticons and combining their powers to electrocute them all, forcing them to their knees.

They were all hooked up to trailers and slowly carted off towards their new cells. As he was being dragged, Megatron experience another flashback to his teachings under The Fallen...

* * *

_The Fallen had invited his student Megatron to fence with him after school hours. Megatron wasn't too impressed by the thin, light metal pole that was supposed to be a 'sword'. He flicked his finger across it's tip, making it wobble._

_The Fallen finally entered the room, equipped with an identical thin sword. "Are you ready, my faithful student?"_

_"Yes, Master." Megatron took his stance and pointed his sword. The Fallen did the same. Megatron took the first strike, lunging at his teacher. The Fallen tried to block, and failed miserably. Similarly, when The Fallen returned the blow, Megatron found it easy to guard._

_"You're not as good at this as I was expecting." Megatron noted._

_"Please." The Fallen scoffed. "I want to teach you. Thus, I am holding back."_

_"Oh, come on!" Megatron chided. "You don't think I can handle you?"_

_"No."_

_"Give me all you got, old man!"_

_The Fallen signed. "Very well. But remember, you asked for this."_

_The Fallen drew his sword-arm back and twirled his blade. Megatron went in for a hack, but his teacher not only blocked him, but threw him back with the force of the counterstrike. Before Megatron could recover, The Fallen flipped his blade over and rammed Megatron in the chin with the bottom of his sword's hilt, knocking Megatron flat on his back._

_"Now..." The Fallen stabbed his sword into the floor. "What have we learned from this?"_

_"Urrgh..." Megatron rubbed his sore chin. "Don't mess with old people?"_

_The Fallen chuckled. "That's good..." He leaned over and offered his student hand to help him up. "But what I was hoping for was; don't tackle a task that's too difficult for you, __head-on__."_

* * *

Having retreated to the secluded Blacktail Forest, Twilight Sparkle gazed at Canterlot through a telescope, still furious and fuming over still not having her revenge.

"I'll get you, Mi] Amora Cadenza, if it's the last thing I do!" Twilight promised, shaking her hoof in fury at the encapsulated image of the city. Twilight's attention was drawn by the sounds of metal footsteps behind her, and looked over to see Optimus Prime.

"**You didn't tell me there were Decepticons on-line.**" Optimus hissed at her.

"Yes, well..." Twilight replied with a dismissive tone that was unwise to answer Optimus with. "I didn't know." She had already started walking off when Optimus spoke up again.

"**Of course, you realize this changes the nature of our deal...**"

That worried Twilight. "It...does?"

"**Yes...our agreement was that you would rebuild my men -first- and then I would kill the Queen. But since there are Decepticons, we are going to have to somehow work _their_ _annihilation_ into the deal as well.**"

"Oh." Twilight wiped some sweat from her brow. "Is that all? That can be arranged."

Then, out of nowhere, a huge wolf made from the branches of a dark red tree hopped out of the woods and started menacing Twilight- an Ember Wolf. Twilight was startled onto her back and tried to crawl away.

Optimus raised his blaster and shot it, shattering it into a million pieces.

"You-" Twilight stammered. "You just killed that Ember Wolf in cold blood!"

"**Yeeesss...what of it?**"

Twilight stared, in awe of Optimus Prime's complete and utter ruthlessness. She got up and ran towards him, nuzzling his feet.

"Optimus...believe me when I say that I think this could be the start of a beautiful friendship...or maybe even something more."

_"_**We'll see about that, Twilight Sparkle. We'll see.**"

* * *

Megatron gritted his teeth, staring upwards at the sky. He and his men were towed by trucks towards Cadenza's cells. So, really, he didn't have a choice about whether he was staring at the sky or not.

"Starscream, how could I mess up so badly?"

"I don't know, sir." Starscream answered politely. "Sorry, sir."

Megatron signed.

"I think it's because you couldn't decide which three of our fellows to activate for fear you wouldn't be able to restore the rest of them."

"Yes..." Megatron drawled. "Yes...Yes! That's exactly it! Wait..."

Megatron blinked.

"There was only enough Energon for three of you, yet there are four of you with me now! How is that possible?"

"I don't know, sir. I was hoping to investigate that after ensuring your well-being..." Starscream shook the tow-line cables on his wrists. "Of course, that seems unlikely now."

"Hey!" Cliffjumper interjected. "That crazy pony had Optimus Prime and a few of the Autobots with her!"

"Yeah?" Side Swipe replied.

"So...where are the rest of the Autobots?"

The Decepticons' eyes all ticked collective twitches as they tried to work that out, and eventually, they all shared the same horrible realization.

"There's still two armies' worth of deactivated Cybertronians on that ship!"

"QUIET!" The tow-trucker shouted at them. "Eseeh...cargo ain't normally this talkative..."

The tow trucks braked, so Megatron reasoned they had to back at the cells now.

"What...is...this!?" Cadenza shouted, pointing at the huge hole left by Rumbler.

"I don't know, Your Majesty." A guard answered.

"I can't put my prisoners in a cell with a huge hole this big! FIX IT!"

After giving her husband's guards their orders, Cadenza turned around and left, leaving them to their own devices.

"Hey." Megatron muttered at a passing guard. "Can I get your help with something?"

The guard scoffed. "You need my help? Shoulda thought of that before defying Cadenza."

"This is important! Right now, there is a ship crashed into a mountain. Inside are dozens of Cybertronian warriors, Autobot and Decepticon, and if the rest of the Autobots are restored, while the Decepticons are not, then it'll mean disaster for your world!"

"Don't know, don't care." The guard dismissed him.

Megatron grumbled under his breath.

"Well, scrap." Cliffjumper swore.

"Cliffjumper!" Starscream scolded. "Language!"

Cliffjumper pursed his lips, uncaring.

The Guards had decided it would take too long to repair Megatron's cell, so they solved the issue by shoving Megatron into the same cell as Starscream, making it very cramped and uncomfortable for the both of them. No elbow room at all!

Soundwave clutched at the bars of his cell and sighed. With his upbeat attitude, he was probably suffering the worst from the imprisonment.

"Hey, does anyone want a tune?"

"I hardly think now is an appropriate time for a tune, Soundwave." Side Swipe retorted bitterly.

"Oh...sorry. Just thought I might lighten the mood..."

"I...would like hearing a tune." A female voice squeaked at them.

The Decepticons looked around, trying to find the source. Cliffjumper saw it first, an brown-orange hoof sticking out through the bars of a cell faraway to their side.

"Hey there!" Soundwave greeted. "What's your name?"

"I-I'm Diamond Tiara."

"What are you in here for?" Side Swipe grumbled out.

"I spilled some ice cream on a guard's hoof...it was an accident, but he threw me in here anyway. I haven't seen my mom for days."

Megatron clutched his cell bars and grimaced. "Cadenza...how could you this young one from her mother?"

"Wow." Side Swipe remarked, duly _un_impressed. "You spilled some ice cream on a guard? You're a hard-core criminal, that's for sure."

Diamond Tiara whined before breaking into a wail.

"Side Swipe!" Cliffjumper exclaimed. "Look what you did to the poor filly!"

"It was a joke!"

"Hey!" Soundwave shouted at the filly. "Don't cry, little girlie. Here, I'll sing you a song! Would you like that? Would that be nice?"

Diamond sniffed and wiped her tears from her hoof. "Yes...that would be lovely, thank you."

Soundwave pressed a button his chest, and a recording of music began to play. "Rock-a-bye, baby, on top of the al-ter-na-tive power source. When Overlord climps up, the robo-baby may lose elevation precipitously _and I can't watch_!"

"...Wow." Diamond Tiara exhaled when Soundwave was done, more stupefied than soothed by Soundwave's song. But hey, at least she wasn't crying anymore! "Where in Equestria's narrow-narrow world did you hear that?"

"It was on some cartoon somewhere. I forget which."

"Do you have any better ones?" Diamond Tiara asked eagerly.

"I think so. Let me rummage through my tracks a little bit..."

While the clicking of Soundwave's buttons was the only noise in the hall, Side Swipe couldn't help but notice a bright blue shimmer forming on his and Cliffjumper's cell wall.

"Hey." Side Swipe tapped Cliffjumper's shoulder. "Hey, Cliff, look."

"What?" Cliffjumper turned. "I don't see anything."

"There." Side Swipe pointed. "In the wall."

Cliffjumper leaned in on the wall, narrowing his optics. "What is it? I mean, it looks like some kind of crystal, but..."

Both Autobots jumped away as the tiny shimmer exploded into a huge crystal growth, tearing through the cell wall, before retracting and leaving an empty hole for them to jump through. They peered their heads through and saw a pathway cut clean through the prison, adorned with glowing crystals. Their placement almost seemed it was trying to highlight a path for them.

"What is it?" Cliffjumper questioned.

"More importantly, is it good?" Side Swipe countered.

Cliffjumper looked towards his buddy with a grin. "You and I both know there's only way to find that out, and that's to..."

They fist-bumped, sparks flying from their fists and and illuminating the area.

"Buurrrrn rubber!"

"Megatron!" Side Swipe hollered across the cell. "Me and Cliff are going down a mysterious passage way of dubious nature!"

"Have fun!" Megatron hollered back, rather nonchalant.

The two Autobts transformed, and started burning rubber down the cave. As they got further in, it became increasingly clear that someone or something had put those crystals there on purpose.

But when they got to the end of it, it was a dead end. There was nothing except a cave wall and crystals.

"There's nothing here!" Cliffjumper groaned. "What a rip-off!"

"Hold your horsepower, C.J. We should look around. Maybe find a secret panel or something."

They transformed back into robot mode, but before either of them could take a look around, more glimmering crystal growths burst out around, them envolping them in a trap of gemstone and dragging them both underground to who-knows-where.

* * *

The crystals spurts burst out of the ground again, and retracted, allowing Side Swipe and Cliffjumper control of their bodies again. Cliffjumper was more confused than anything, but Side Swipe was preparing to pummel someone.

"All right, you joker, what's the big idea?"

"Whoa...Swipe, you see where we are?"

They had been taken out of the prison, somehow. Now, they were in a beautiful palace were gorgeous crystals like white snow forming the floor, walls and ceiling.

"Well, it's pretty." Side Swipe admitted. "But-"

"Greetings, alien visitors!" A booming, (though oddly mellow) voice politely greeted them. They were a little...stupefied at the appearance of their host.

It (or he, more likely) was a huge shimmering blob so bright they had to shield their optics. Mounted at the very top of the blob was a pony's head, white in color with a curved blue horn.

"Who...or what are you?"

"I am Prince Sombra! An eon ago, I preached the holy teachings of light to the Ponies of Equestria. The Queens, Luna and Celestia, turned into this form you see before you- a living caricature of light- as way of getting me out of their way in the most ironic way possible. They cursed my Krystal Empire after I freed it from them, but now their curse has lifted after a thousand years, and they remain too neglectful to notice my return."

"Crystal Empire?" Cliffjumper asked.

"No, no. _Krystal_ Empire. With a 'K'."

"I, it...how can you tell the difference!? They're phonetically the same!"

"Whoa, whoa whoa!" Side Swipe made a 'T' with his fingers. "Hold the phone, here. Exactly where do you get off getting the idea it's okay to just send your magic crystals to capture random Autobots?"

Sombra exhaled. "My apologies. I heard of you through my cohort, and together, we devised a plan to ask you and your kind for aid."

"Aid with what, exactly?" Side Swipe hissed accusingly.

"You should speak to my cohort for more details, but I assure, without you, her race will starve. To this end, she is preparing a jailbreak for your fellows as we speak. I was asked to call you here and make sure you would help her before she spent all her effort for nothing."

Cliffjumper and Side Swipe exchanged looks.

Cliffjumper shrugged. "Good enough for me."

"Fine. We'll help." Side Swipe grumbled, though he didn't sound too happy about it.

"Excellent. I wil return you to your fellows just in time for the jailbreak."

The crystal growths returned, enclosing around the two Autobots, and sunk back into the ground.

* * *

Cliffjumper and Side Swipe were returned to the same place they had bee in when the crystals took them the first time. They drove back down the cave into their cell, and had to bang on their walls to make themselves known over Soundwave's music, which was now being accompanied by a light show from the headlights on Soundwave's chest.

"Hey! Guys! We've got news!" Cliffjumper pounded the cell bars, producing. "Hey!"

Megatron only just barely heard them, but that was enough. "SOUNDWAVE! STOP THE MUSIC!"

"What?...Aww, man." Soundwave dejectedly pushed the buttons on his chest until all of his operations shut off. "What warrants the mood-killing, dudes?"

"We were teleported into a place called the Krystal Empire, and a pony...blob calling himself Prince Sombra said there was a race that needed our help or they would starve!" Cliffjumper explained.

"Crystal Empire?" Starscream asked.

"No, no, Krystal Empire. With a 'K'. I know it doesn't make much sense, but he was insistent on it."

"What do you tell this Sombra regarding whether we would help this race, Cliffjumper?" Megatron inquired.

"I...said we would." Cliffjumper answered, suddenly not sure he made the right decision.

Megatron smiled. "Good."

"Oh yeah...he wanted to be sure we would help before she committed a jailbreak for us?"

"A...jailbreak?"

* * *

Outside, Cadenza and Shining were conversing with the guards. Well, really, they were yelling commands at the Guards to see how fast they could scurry, and tormenting them by telling they had got the commands wrong- when they knew full the Guard had executed their command to the letter.

"Oh-ho-ho!" Cadenza laughed a noblewoman's laugh, patting her husband's chest with her hoof. "It's so much to see your little guards running around in circles like squirrels!"

"Yeeesss..." Shining drawled in response. "It is quite..entertaining."

The cloaked traveler who had kept appearing, well, appeared and made her way towards Cadenza and Shining. Cadenza was only faintly interested in this stranger due to her height. (Which was still a huge amount of interest for Cadenza.) "Yes? Can we help you?"

"Not really. But I just felt like informing you of your new enemy."

Cadenza's eyebrows shot up. "New enemy?"

"Yes. Behold!"

The traveler, at long last, after a whole _two_ previous appearances removed her cloak, throwing off her body and against the ground. Her appearance was rather menacing, being almost as tall as Queen Celestia herself, with a coat of bright gummy pink and white and fuchsia mane. a twisting, bent horn was on her head, and her bent legs were filled with holes.

"I am Princess Chrysalis of the Changelings! I have seen the way you treat your subjects, and it has cost my kind their food and drink! And I will stand for it no more!"

One guard stopped what he was doing, dropping a steal beam, and stared at the Princess with a dropped jaw. He pointed his hoof and shouted. "SWISS CHEESE LEGS!"

Chrysalis was not amused. "Yes, yes, my legs look like Swiss cheese. That is not important now!"

What's important now is that my Changelings feed off love and happiness, and _your_-" Chrysalis pointed emphatically at Cadenza "Neglectful reign has sapped most of the love from Equestria!"

Cadenza glared. "Just what are you going to do about it?"

Chrysalis smirked. "I'm glad you asked. CHANGELINGS! NOW!"

Cadenza looked upwards and saw a swarm of flying pink aberrations that seemed like ponies, but were insectioid in shape, barreling straight for her dragon cells where the Decepticons were imprisoned.

"KAMIKAZEEEE!"

"Tell my mother I love her!"

Two of the Changelings broke rank and converted themselves into spiraling bolts of pink magic, crashing straight into the cell walls, exploding them and giving the Decepticons an exit.

"OH COME ON!" One of the poor, poor Guards complained, hoof shaking in rage. "I just finished the repairs on one wall!"

"I'm alive!" The Changeling proudly exclaimed after blowing out the wall. He clearly hadn't expected to survive his kamikaze attack. "I'll tell her myself!"

Megatron was mystified by the strange appearance of his rescuers.

"Well?" One Changeling demanded. "Come on, then! Don't you know the meaning of jailbreak?"

"Yeah yeah yeah jailbreak, yeah!" His fellow agreed.

Megatron's mouth stopped working, still taking in the Changeling's appearance. "Right...Decepticons, let's blow this pop joint!" He jumped out and onto the grass.

"Do you mean 'popsicle stand' or 'joint'?" Cliffjumper inquired as he jumped out after Megatron. Starscream followed, with Side Swipe after him.

"It just occurred to me that if Sombra could teleport us from the cell, why didn't he just do that with all of us instead?" Side Swipe paused to wonder. Soundwave came after them, but he hesitated.

"Soundwave! Jump!" Megatron pointed at the blasts of pink to the west of them. "Our benefactor's distraction won't last long!"

"But...I don't want to leave without Diamond Tiara." Soundwave murmured.

"Soundwave...sometimes you have to leave the things you love behind." Megatron said solemnly.

"I don't love her, dude! We just met! But still...she should get to see her mother again."

"I couldn't agree with you more, but-"

"No need to worry!" A Changeling piped up. "We'll rescue her. You go on and get out of here!"

Soundwave still seemed hesitant, but he jumped at last. The Decepticons then wasted no time in transforming and hightailing it to the nearest route out of Canterlot. Chrysalis, though occupied with distracting Cadenza, could see Starscream and Megatron flying out and realized she had at least done that much.

A Changeling flew into the hole they left in the prison and sniffed around to find the filly, and upon seeing her cage, it placed itself in front of the bars.

"Stand back, sweetie." The Changeling instructed her. Once she was away from the bars, the Changeling backed away, and charged at the bars with horn blazing, causing a tiny explosion that made a hole large enough for Diamond to pass through. The Changeling stuck its hoof through the hole, and Diamond reluctantly took it.

The Changeling pulled her through and threw her over its back, then flew out with her in tow.

Sadly, a stray laser from one of the Guard's hit the Changeling and cause Diamond Tiara to fall off and into an dark alley below.

"No! No, no, bad, bad, bad!" The Changeling cried out, hooves clasped on its head. "Told white metal guy we'd save filly! Bad!"

Before he/it could swoop into the alley, one of his/its companion came over and tugged at his hoof. "Gotta go, gotta go! Princess says to cut and run. Cut, run!"

"But, filly!"

"No time! No time!"

So, sadly, the two of them both flew back into the swarm and away from Canterlot...away from the filly.

Cadenze fell against her husband's side. "Today... has not been a good day."

"Nooo..." Shining agreed, stroking his wife's mane.

* * *

Diamond Tiara was cowering on the ground with her hooves over her eyes. She was scared. She had just met giant metal robots, made a friend with one, got busted out of jail, and dropped into an alley. That's a lot for a filly to take in one day!

"Well..." Mused an elegant sounding voice. "You're not exactly the type of pony I was expecting to see, but I suppose you'll do."

Diamond lifted one hoof off her eye before turning around and seeing another pony in the alley. It was a-one Pinkie Pie.

"Hello..." Diamond said, crawling backwards as Pinkie approached. "Um, I'm really not sorry, but I'm not supposed to talk to...strangers." Diamond tried to be polite, but her fear got the best of her. She got to her hooves and tried to make a mad dash for the alley's exit, only to collapse half-way through, a stinging pain in her hind leg.

"Your hind leg is injured." Pinkie noted. "Here, let me take care of it."

Pinkie approached, and Diamond tried to crawl away again. But this time, Pinkie was close enough to stomp her hoof on Diamond's tail.

"It's okay." Pinkie tried to assure her. "I'm a doctor. I'm not going to hurt you."

Diamond gulped. "R-really?"

"Really." Pinkie answered with a smile. "Now, hold still so I can look at your leg...hmm." Pinkie grabbed her hind leg and lifted it. She felt across with he hoof, feeling for any anomalies. "Partially broken from impact...not too serious, thankfully, and should heal quickly. I never go anywhere without my bag." Pinkie reached over her back, where an overstuffed medical bag the same color as her coat was strapped. Reaching in, she pulled out a spray and a knee pad, like for a bicyclist. She sprayed Diamond's leg and strapped the pad on it. "There we go. Don't do anything strenuous for awhile, and you should be fine."

"Thank you...my leg does feel better." Diamond wiggled her hind leg around. "Who are you?"

Pinkie gritted her teeth. "I'd rather not say...say, now that I've healed your leg, could you do me a teensy little favor?" Pinkie clapped together her hooves, smiling evilly.

"Favor?" Diamond whimpered.

"Yes, it's quite simple." Pinkie reached into her coat and pulled out a piece of folded paper. "Take this note to Megatron."

"Oh. Megatron? The leader of those nice robots? Yeah! I can do that!" Diamond happily reached out for the note, but Pinkie grabbed her hoof.

"Now, this is very important, sweetie. Under no circumstances can you tell anypony where this note came from, understand? If anypony asks where you got it, you just tell them it came from the stork, all right?"

"The stork? Isn't that a little immature?"

"Exactly! Which is why no one will believe you, so they won't try to ask about it again. I can't explain why, but it's very important no knows where this note came from. Okay, darling?"

"O...kay." Diamond took the note. "I guess I can do that. You did fix my leg, after all!"

"Excellent." Pinkie turned and galloped into the shadows. Diamond Tiara gently pushed a trash can out of her way to get out of the alley, the note in her mouth.

"I wonder what this note says..." Diamond muttered.

Hmm...that nice doctor never said anything about her not reading the note. She removed it from her mouth and unfolded it. Only to find, to her disappointment, that she couldn't read it. She didn't know what a doctor's hoofwriting was like. She had only ever heard her parents complain about it. But if she had to guess, she would say this was it.

* * *

Now (more or less) safely out of Canterlot, Megatron and his team could slow down for a moment and catch their breath (or ventilation.)

"So, now that we're out of danger, how about some introductions?" Side Swipe suggested.

"Yes. I am Chrysalis, Princess of the Changelings." Chrysalis gestured to the Changelings.

"Ah. So that's what you're called. I'm Megatron, Decepticon Commander. My troops, Cliffjumper, Soundwave, Starscream, and Side Swipe...I have more on my ship, but-"

Chrysalis held out a hoof. "Don't worry. When I saw that Twilight had resurrected those cruel- what do you call them? Autobots? Anyways...I sent a platoon of Changelings to guard the ship. It's a pleasure to meet all of you, to be sure."

"Oh, stop. You're making me blush." Cliffjumper joked, waving a hand.

"Not that I'm complaining..." Side Swipe interjected. "But why are you so interested in helping us?"

"You sound like you're complaining to me."

"Could you answer my question?"

"Very well. My kind does not eat normal food. My Changelings and I feed off the positive emotions of ponies. But with Cadenza in charge, ponies are depressed. They are treated poorly, with their rights stomped over them. As such, positive feelings are in short supply, and my kingdom is starving. I saw you, Megatron, approaching the castle to confront Cadenza, and though you were misguided by Twilight...I could sense your intentions were pure. But enough me. Tell me about you! Why are you here?"

Megatron looked away. "We are on a exodus from our home planet of Cybetron, somewhere far away in the stars." Megatron pointed upwards. "Our world can no longer sustain us, so we set out to find another planet to find resources on in hopes of using them to defeat the Autobots before the same fate befell our destination."

"Oooh!" Chrysalis squealed. "Fascinating! Why Equestria?"

Megatron narrowed his optics, then turned and walked away, not saying a word. Chrysalis was off-put by this. "What I'd say?"

"Don't know, dude." Soundwave answered. Soundwave walked ahead and poked Megatron's shoulder. "Mega-dude?"

"Soundwave." Megatron turned around and grasped Soundwave's shoulder. "I'm sorry I insisted on leaving Diamond Tiara behind."

"Awww...it's cool, Mega-dude." Soundwave assured him. He rubbed his own chin."Although... the Changelings said they'd rescue Little 'D'...where is she, Chrysalis?"

"I...don't know." Chrysalis answered uncertainly.

While Soundwave began to fret, Megatron stepped away to reflect on what it was that had prompted him to not even_ try_ to rescue Diamond Tiara...

* * *

_The entire ruins of their old study shook from the impact of the fighting outside._

_"Sounds like someone's dropped another bomb." The Fallen mused._

_"Regrettably, yes." Megatron agreed. "I just hope it was from one of ours."_

_"One of yours." The Fallen corrected._

_"Mine? Master, I'm not a leader!"_

_"Not yet." The Fallen place a hand on young Megatron's shoulder. "But soon, your natural talents and ability to calculate will cause our troops to fall behind you."_

_"I'm nothing special."_

_The Fallen sighed. "As long you think that, you never will be."_

_Another bomb shook their hideout. This time, it was accompanied by the sound of a door being kicked in._

_"This way!" Optronix, one of the commanders one of the enemy side, ordered. "They're bound to be in here somewhere!"_

_"Optronix!" Megatron exclaimed._

_"Megatron, you must go." The Fallen told him. "I'll hold them off and buy you time to escape."_

_"What? No! I'm not leaving you. We'll face them together."_

_"This isn't open for discussion." The Fallen growled. "Get out of here. Go!" To emphasize his point, The Fallen grabbed his pupil and pushed him in the direction of an emergency exit._

_"But, Master..."_

_"Megatron..."_

_Megatron froze. He had never The Fallen speak like that before. Turning around, he saw an unusual pained expression in The Fallen's cryogenic eyes._

_"S-Sometimes we have to leave the things we love- behind."_

_Megatron stared. Had his mentor just choked on his words? "But..."_

_There was another tremor (_rubb-thoooom!_) in the room, no doubt from the soldiers under Optronix's command._

_"GO!"_

_"...I won't forget you, Master."_

_Megatron turned to leave, converting into his aerial mode, and blasted off through the complex, blasting holes through the walls in order to get out more quickly than the intended exit would allow._

* * *

Megatron exhaled sharply. He turned his gaze back to what was in front of him. "We're almost at the ship."

"Hey! Hey-hey-hey!"

Everypony stopped and looked up to see two Changelings flying in, ferrying Diamond Tiara between them.

"We went back to find the filly, and found the filly!" They explained as they safely dropped Diamond into Soundwave's hands.

Soundwave was happy. "You're all right! Awesome!"

"Yeah!" Diamond agreed, a little muffled from the object in her mouth.

"Say, what do you have in your mouth there?"

"What? Oh! This." Diamond spat out the note. "This is from a...nice pony. She said to give it to Megatron."

"Eh?" Soundwave held Diamond in one hand, and used the other to pick up the note and hand to his leader. Megatron shook it until it unfolded.

"Gah! Blasted doctor's handwriting!" Megatron swore when even squinting as hard as he could, he was unable to read it. "The ship should have a handwriting recognition program somewhere..."

The Decepticon/Changeling troop continued on their way until they got to the ship. There were already a massive number of Changeling there, and a huge pink bubble surrounding the ship.

"Nice force field, Chrysalis." Side Swipe complimented.

"Thank you."

Making their way inside, Megatron headed straight for the computer and tried to get it's programs working. Soundwave placed Diamond on one of the ship's chairs.

"Now, Diamond, I need you to behave for awhile before we can go find your momma, okay?"

"Oh, come on!" Diamond whined. She pointed at her face and smiled mischievously. "You can trust this face, can't ya?"

Soundwave tilted his head. "Umm..."

Megatron, meanwhile, had been lucky to that the program he was looking for was still working. He inserted the note into the computer slot and waited...

"Autobots march on Canterlot at five and one-fourth." The female-sounding computerized voice droned, having scanned the note.

"One-fourth?" Side Swipe questioned. "What does that mean?"

Megatron rubbed his chin, deep in thought as his mathematical mind went to work. "One-fourth...what does one-fourth mean? One-fourth is a quarter...DUH! Autobots march at five and one quarter! Quarter past five! Starscream, what time does our computer say!?"

Starscream pushed a button. "Four forty-five."

"Then there's no time to lose!"

"Wait a minute!" Side Swipe interjected. "Why should we care? What has Cadenza done for us?"

"Nothing...but if we just let the Autobots burn the city because of that, we would be no better than them. DE-CEP-TI-CONS! TRAAANSFORM AND _RISE UP_!"

* * *

_A quarter past five..._

The Autobots and Twilight's group stepped into the city, undaunted and unfazed from their earlier defeat.

"Yeess!" Twilight hissed. "This time, we'll make sure to get my revenge! We'll burn the city down. We'll poison all the crops and water, take no prisoners- well, maybe some prisoners to use as toys, and we'll pollute the soil and upturn the earth so badly NOTHING WILL EVER GROW HERE AGAIN! AH-HA-HA-HA-HA!"

"Yeah!" Goldbug cheered. "We'll totally wreck the- Optimus? Are you crying?"

"**I am.**" Optimus answered, wiping an oily tear from his optic. "**That...that was beautiful, Twilight Sparkle.**"

"Thank you! It's what I've always dreamed of doing."

"**Well, then...Autobots, let's if we can't make that beautiful dream a _reality_!**" Optimus twirled his shotgun and pumped it.

The Autobots raised their blasters and opened fire, blowing off various rooftops and shattering various windows.

Cadenza and Shining Armor came rushing out on their balcony at the commotion. "_Now_ what's going on!?"

"Looks like Twiley and her robots are back..."

There was a purple sparkle before them, and Twilight stood on their balcony.

"That's right! We're back! In black! And we're are going to burn Canterlot down! Burn, baby, burn! Nyhahahaha!"

Shining and Cadenza looked to each other. Cadenza nodded, like she was giving Shining permission to do something.

"Twiley..." Shining said sympathetically. He reached over and put his hoof on Twilight's shoulder. "I know you're upset with me and Cadenza, but don't you think this is a bit too much?"

Twilight glared, eyes as cold as the grave.

"Listen, Twiley...I know our relationship wasn't the best, but we did have some good times, didn't we?"

"That's true..." Twilight said uncertainly, looking away and scraping her hoof.

"See? We can agree on something!" Shining stroked his sister's mane. It may have seemed a bit odd for him to be trying to get his sister back on his side when she mentioned repeatedly her desire to kill the both of them...

But the thing about abuse victims was they tended to return their abusers.

"Come on, Twiley." Shining encouraged. "Give your B.B.B.F.F. a kiss."

Twilight blushed, falling for her brother's charm... again. "O...okay." Twilight closed her eyes and puckered her lips, leaning to kiss her brother on the lips...

"**Excuse you!**" Optimus crashed-stomped in front of the balcony, and picked up Twilight by the scruff of her mane. "**I'll have you know, I'm very possessive of my pets, _Captain_.**" He dropped Twilight on his shoulder.

Twilight shuddered, realizing that she almost fallen back into Shining's trap again. "Oh, Optimus Prime...you saved me." Twilight rubbed his shoulderplate affectionately. "You are my black knight in dark armor." She nuzzled up against his neck.

"**Hmm. There really is something special about you, Twilight Sparkle. Coming from anyone else, I'd be insulted by that, but hearing from you...that makes me feel special about myself. What was that your brother called you? Twiley? I like that nickname. I think I'll take it**."

"Take it!?" Shining exclaimed. "What does that mean?"

"**It's simple. I get to call her that now. And you don't.**"

"Wha- you can't do that!"

Optimus pointed his shotgun at him. "**Says who?**"

Optimus stumbled suddenly. Twilight hung onto his neck for dear life, and he just barely manged to grab the walls of the castle for support. He looked over his shoulder and saw his eternal nemesis, Megatron.

"Says I!"

* * *

**Author's Notes for "Transform and Rise Up, Part 2"  
**

**I've switched all the royalty titles, in case you didn't notice.  
**

**I had trouble coming up with the name of the SG Whitetail Wood. The first thing I thought was "Blackend Forest" which...well, do I have to point it out to you? **

**The Changelings' peculiar speech pattern is based off a swarm creature I've heard in a cartoon...which I realized,_ after_ I thought of it, was the same speech pattern of the Bushwoolies from G1 MLP!**

**Score one for unintentional awesomeness!**

**Last chapter, I gave Cadenza's name as _Mia_ Amora instead of _Mi_ Amora. You could explain this as being a mirror universe twin, but it was, in fact, a genuine typo.**

**I also forget to include that SG Twilight wears Trixie's cloak and hat.  
**

**One last minute change: Originally, I wanted Soundwave to meet Diamond Tiara after the jailbreak, but figured out meeting her in the jail would not only make sense, but also be easier to place.**

**The choice of Overlord as a replacement for Boulder in the song may seem odd, but I was thinking about what an SG version of IDW Overlord would be like, and I had the _perfect_ idea. (Impactor's colors with Springer's personality) But I don't see him being needed in this story anytime soon, and that seemed like a shame...so, it's nice to at least throw a bone in the idea's direction, however random a bone it may be.**

**Ember Wolf- Timber Wolf- Ember as in Emberwood!...I've heard that term somewhere, I swear.**

**Color Chart**

**SG Diamond Tiara - Twist's colors on Silver Spoon's body. **

**SG Sombra- Shining Armor's colors on Sombra's body (or lack thereof)**

**Princess Chrysalis and the Changelings- Cadence's colors. In full-detail on Chrysalis (the multi-colored mane, the fading wings and such) while the Changelings are just pink with blue eyes.  
**

**Pop References: Cliffjumper's "Excuse me, Princess!" Soundwave using Chase's terrible version of rock-a-bye baby from Rescue Bots, The "SWISS CHEESE LEGS!" (references a meme.)**


	3. Transform and Rise Up, Part 3

**Disclaimer**

**Transformers and My Little Pony are the properties of Hasbro.**

**Shattered Glass is the property of Fun Publications, although it is a subsidiary of the Transformers license.**

**This is a non-profit work made by an independent contractor outside of the official company's notice intended for non-profit entertainment and speculative purposes only.**

**Darkryt Orbinautz presents...**

* * *

A terrified Cadenza and Shining ran back into the safety of their castle.

"Ah, yes. Megatron." Optimus mused, regainging his balance. "My old foe."

Optimus spun around and took a swing at Megatron's head, but the Decepticon Commander proved too nimble for it to connect. Twilight clung to Optimus' neck, hanging from it like in some sort of perverse twist of bridal style.

Of course, what's a fight between Megatron and Optimus Prime without some mid-battle banter?

"**It'll be so much fun playing with you for a little while before I _tear out your Ember!_**" (Whump!)

"You couldn't tear out the screw casings from a bootleg!" (Zap!)

Megatron was too pre-occupied with fighting Optimus, he didn't notice Twilight disappear in a white flash off his neck.

"**I can too!**" (Smack!)

"How appropriate, Optimus. You fight like a mooncalf!"

"**GAAAH!**"

Optimus reached over and grabbed Megatron's head. He lifted the Decepticon up and threw him down the street. Megatron landed on his back and raised Rumbler, firing a few rounds that missed. Megatron then backflipped onto his feet before going in for another few shots, but he found his firing arm suddenly still.

"What the!?" Looking around, Megatron saw Twilight standing on a balcony, horn glimmering as its magic held his arm in place. "You knock that off right now, missy!"

"Hmm...no!" Twilight replied. "I'll do whatever I can to help my Oppie!"

"Oppie?" Megatron repeated, dumbfounded. "Is that some sort of nickname for Optimus Prime?"

"Yes!"

"Hmm..." Megatron got an idea. Like any good leader, he knew his enemy, and that meant he knew Optimus had keen sense of pride. Surely, he wouldn't be able to stand being called such a childish nickname.

"Hey, Prime! Did you know Twilight's got a nickname for ya? It's Oppie! Isn't that cute?" Megatron emphasied the last word.

"**Oooh...really? A nickname...for me? Am I that special to you, Twiley?**"

Megatron sputtered. "Wha-special!?"

"Yes!" Twilight answered without hesitating. "You understand me in ways no pony else has!"

"**Awww...**"

"But-but-but you're Optimus Prime!" Megatron exclaimed, stomping his foot at this...weird thing happening in front of him right now. "You should be offended! Insulted that this organic would talk to you in such a way!"

"**I _should_...but I LIKE her!**"

Optimus raised his shotgun and shot Megatron just to the left of his Decepticon insignia. A smoking crater in his chest, Megatron stumbled and fell backwards, clutching at his wound.

Twilight teleported from the balcony and re-appeared next to Megatron's head. She placed a hoof on Megatron's chest, mockingly rubbing affectionately. "You know what you are, Megsy-dear? You're an obstacle. You are something for me and Oppie to challenge, overcome, and crush. I don't regret reviving you and not Optimus first, because now we can work on our relationship by killing you together."

wilight walked away and rejoined Optimus' company. The two of them turned and proceeded to let loose their firepower on the Canterlot streets, leaving Megatron for dead.

Lying there, helpless on the Canterlot street... the lights of Megatron's optics flickered out. He clenched his fist to show he was still alive, Twilight Sparkle and Optimus Prime having underestimated his tenacity, his will to live...

But even though he was alive, he was still, in every sense, defeated.

* * *

**Enmity: Tron**

**Episode 3**

**Transform and Rise Up! (Part 3)**

**Episode Synopsis: Megatron faces his doubts as a leader while Side Swipe gets a little insight into Twilight's mind.**

* * *

Lasers blasted out and around Canterlot, the Autobot-Decepticon conflict raging, the high-class city no doubt about to be made into another one of the war's victims.

Megatron grunted, optics flickering in and out. Rumbler swivled his turret and blasted off his master's arm and set himself on his treads. The living tank, like a loyal hound, rolled as fast he could, narrowly avoiding explosions from the furious battle, until he got to Starscream. Starscream and Soundwave were busy firing at Goldbug and Rodimus, but Starscream noticed his leader's pet.

"Rumbler? What are you doing here?"

Rumbler raised his blaster and swiveled his turret, making a bunch of mechanical whirs and rubber squeaks.

"What is it, boy? What are you trying to tell me?" Starscream questioned. Roller began backing away, beckoning Starscream to follow. "Hey, Soundwave? Think you can handle these two by yourself?"

"I can totally hold them off, dude. But hurry back, would ya?"

Starscream waved his hand to show that he would, then let Rumbler guide him down the street.

Soundwave fired another round at the Autobots before ducking for cover. Cliffjumper suddenly appeared out of nowhere.

"Whoa! Where did you come from, dude!?"

"I just managed to take out Ratchet. Unlike the Ratchet in my universe, he's not such a good fighter." Cliffjumper expositioned, once again indulging his habit of comparing his home universe and the one he was in. "What's your status, Soundwave?"

"I got two buzzkills on my tail, and my back-up went off to follow Mega-dude's pet tank."

"I think I can help with that."

Cliffjumper produced from nowhere a humongous grey bazooka. He got out from their cover and blasted at the Autobots' cover, exploding it and destroying it utterly. He fired another shot at Rodimus, but missed.

"Eh, Goldbug? Wut say we cut our losses and make a run fer it, eh?" Rodimus suggested at the sight of Cliffjumper's gun, which outmatched anything they had on them by an astro-mile.

"And leave Optimus Prime?"

"He can take care of 'imself, can't he?"

"Well..."

Rodimus decided to take a different approach. He knew how much Goldbug valued other peoples' opinon of him.

"A'ight, listen 'ere, Goldy-boy, you sayin' our surpreme leader can't take care of bid'ness on his own?"

"No! No!" Goldbug answered, horrified at the idea that he had insulted Optimus. "You're right. Let's make a break!"

The two Seekers transformed and drove away.

Soundwave stared at Cliffjumper's weapon. The one that had earned them their victory.

"Where do you keep that thing, anyway, Cliffjumper?"

"None of your scrapping business, Soundwave."

Up ahead, Rumbler came to a stop. Starscream was grateful he could find out what had sent Rumbler into such a state, but less than pleased to see it was Megatron and his condition.

"Megatron!" Starscream exclaimed with genuine concern. He knelt down and felt his leader's head for a tempurture.

"Star...scream?" Megatron croaked out.

"No, no. Don't speak. Converse your strength." Starscream said, shoveling his arms under his leader and picking him.

"Decepticons! Megatron has fallen! We must retreat! Fall back!"

"Oh..." Side Swipe groaned. "And I was just getting to the good part."

"The...city." Megatron wheezed.

"We can reclaim it." Starscream assured him. "But not if we don't get you repaired." Starscream turned and ran as fast he could, trying to get out before Optimus Prime could see him make off with Megatron's still-functioning body.

Cliffjumper sighed before he and Soundwave transformed, doing an ironic echo of Rodimus' and Goldbug's earlier action.

Twilight, seeing the Decepticons scurry, laughed in triumph. "HA-Ha! The Decepticons are retreating!"

"**What!?**" Optimus demanded.

"Look! They're running away! Like the little gnats they are."

"**Bothersome gnats, at that. AUTOBOTS! AFTER THEM!**"

Twilight hugged Optimus' leg. An action he surely would never allow anyone else to do, ever. "Oh, Oppie! Can't we let them go? We still have Canterlot to devastate, after all!"

Optimus paused, thinking on it.

"**I suppose...Autobots! Ignore that last order and _keep destroying!_**" Optimus fired his shotgun at an unfortunate building, sending its rubble tumbling off its side.

Twilight snickered at the destruction before walking away, content to just stand there and bask in the glow of the flames slowly but surely beginning to dominate Canterlot's skies. Her friends regrouped with her, but Pinkie Pie was noticably behind the rest of them.

"All things proceeding according to plan." Rainbow Dash reported in her usual monotone.

"Excellent!" Twilight cheered before a dark pause occurred in her. Everypony fretted. "Can you leave me and Pinkie alone, girls? I want to talk to her."

Everypony nodded and trotted back a few paces.

"Come, Pinkie. Follow me."

Pinkie gulped, but she obeyed.

"I've been wondering...just how did the Autobots know we would be here at this time?"

Pinkie glared with bored, half-lidded eyebrows, showing a cool composure that refused to break in the face of Twilight's suspicion. "It's a mystery, Twilight."

"So you don't know?" Twilight demanded sharply, turning around.

"That is correct. I do not know." Pinkie affirmed, lying through her teeth.

Twilight's eyes narrowed, before she flailed about screaming. "Then what do I keep you around for!?"

Pinkie smirked. "It's because I'm very attractive."

Twilight glared, almost certainly not amused. "You're right. That's probably it." She resumed walking, leaving a very self-satisfied Pinkie behind.

Pinkie's eyes widened in realization. "Wait, are you joking!?...Cause _I_ was joking."

Twilight kept walking, eyes closed and head held high, but she suddenly stopped when she felt her hoof on ceramic. She opened her eyes and looked around, absolutely horrified. Pinkie hurried up next to her.

"What's wrong, Twilight?"

"This place..." Twilight mutter, adjusting her vision to an angle. "This was where it happened..."

Twilight broke down and collapsed, crying into her hooves while Pinkie uselessly put a hoof on her for comfort.

"This is where Cadenza killed Smarty Pants!"

Twilight, stealing what had been up til now Megatron's thing, experienced a flashback to that fateful day...

* * *

_They were on the bridge, all of them. Her, Cadenza, and her brother. Shining Armor was attempting to calm down after yet another confrontation between his sister and his love._

_"Calm down, Twiley." Shining gently coaxed. "I'm sure Cadenza didn't mean anything by it."_

_"No, I meant it!" Cadenza objected, ruining Shining's efforts._

_"Smarty Pants does too have feelings!" Little Twiley defended her doll, hugging it tightly. She brandished it at Cadenza. "Apologise!"_

_"I will not!"_

_"Dear," Shining said, "Maybe this would go a lot better if you would just-"_

_'I'm not apologising to a doll! It doesn't have any feelings! It's not even alive!"_

_Twilight gasped. "You take that back about Smarty Pants right now!"_

_"I'll prove it!" Cadenza snarled. She grabbed Smarty Pants and yanked the doll right out of Twilight's hooves and proceed to tear apart with her bare hooves, sending pockets of stuffing everywhere. Twilight could only stare in shock._

_"Look! Stitching! Stuffing! Cloth! Your doll isn't alive, Twilight, and it never was!" Cadenza shouted, scattering the doll's remnants across the bridge._

_Twilight stepped forward and bent over, taking a good long look at what had become of her doll. She slowly raised her head up to Cadenza._

_"Well?" Cadenza demanded. "Do you get it now?"_

_"...Murderer."_

_"What?"_

_"MURDERER!" Twilight turned tail and ran screaming off the bridge, against Shining's protest._

_"Twiley, wait!"_

_Twilight ran screaming and crying down Canterlot, her tears flying everywhere in every direction. "MURDERER!"_

_Ponies started sticking their heads out their windows, drawn by the commotion. When they heard Twilight's cry of MURDERER again, they glanced in Cadenza's direction._

_"I..." Cadenza stuttered at all the eyes on her. "It's just a stupid doll!"_

* * *

_Just a stupid doll!_ It echoed in Twilight's mind.

"Smarty Pants more than a doll!" Twilight exclaimed in the present. "She was MY FRIEND!"

Pinkie snugged up to her friend and held her tightly.

Side Swipe, having not immediately obeyed Starscream's command to retreat, observed this from behind a building. Gazing solemnly, he closed his eyes before transforming and finally obeying orders.

* * *

Back in the crashed Nemesis warship/base, Starscream was busy attempting to repair Megatron with whatever he could scrounge out of the mountain around them without draining their already low reserves of Energon. They needed to conserve as much as possible if they wanted any hope of eventually repairing all their allies. Starscream was working on patching the hole in Megatron's chest with some metal and a blowtorch in the exact moment Megatron returned to consciousness.

"Nggh...Starscream?" Megatron questioned. "What happened?"

"You were injured seriously in the fight. We had to retreat to repair you."

"WHAT?" Megatron demanded, nearly jumping off his recharge slab. "Starscream, are you telling me we left those poor ponies at the mercy of Optimus Prime? Urrhgn!" Megatron fell back against the slab, his strength still wavered.

"We had no choice. If you didn't survive, sir, we would've been without a leader." Starscream answered. "I need to go to salvage more supplies from the surrounding area. Promise me you won't try to get up."

"I promise..." Megatron promised, though clearly with reservations about doing so.

"Good! I'll be right back." Starscream got up and left the ship, leaving Megatron to his thoughts.

He reflected on they got here, and in this situation...

* * *

_Cliffjumper had said that the plan to leave Cybertron in a huge ship and search for resources on other planets had been a complete success in his own universe, though he added the caveat that his Decepticons did it too, so it was a guarantee that the Autobots here would try the same._

_Megatron didn't like this, but he had no choice if he wanted to keep his army thriving and his soldiers surviving. So he ordered the construction of the ship._

_Starscream dubbed it "The Nemesis" after an old poem he read before Optimus ransacked his home city._

_Everyone's hopes were so high on launch day. They all eagerly climbed into the ship, eager to eke out a new living amongst the stars._

_So it hurt Megatron even more when the ship took off, rockets blazing and steam hissing, only for the Autobots' ship to pull up next to them before they even left Cybertron's immediate vicinity._

_"No!" Megatron swore as he felt the ship pulled by a tractor beam, ensuring that the Nemesis could not simply run away from the Autobots. "Decepticons, prepare for battle!"_

_The wall of the Nemesis began sparking. The Autobots were taking their blowtorches to it. Curses. Megatron did his best not to falter in the face of this doom, and gave his best speech to his troops._

_"Decepticons, if we don't win this fight, we may never have another fight, and not in a good way." Megatron explained, making no bones about the gravity of the sitchuation. "But if we all go offline and get sent to the smelting pool, I want you to know...you have all been the best soliders I could've asked for."_

_The various Decepticons put their hands on their chests, touched._

_"And you, Lord Megatron, the best leader we could have asked for." Starscream complimented._

_"I'm just doing my job. And it's 'Commander', Star-"_

_He was interrupted by the walls being blown clean off. A silver, circular drone of a robot marched into the room aimed its rifle. A Scrounge. The Autobots' drone trooper. "This is my special arm! There are many like it, but this one is mine!"_

_Megatron blasted him without any remorse._

_"**Autobots!**" The comparatively much more intimidating voice of Optimus Prime rang. "**Attack! Destroy our enemies here, and end this conflict once and for all!**"_

_The Autobots charged in, backed by their numerous Scrounges, and each one began taking on their counterpart- Rodimus took Starscream, Grimlock attacked the Dinocons, and Blaster went straight for Soundwave. And of course, Optimus Prime gunned for Megatron._

_"**You will regret trying to flee from me, Megatron.**" Optimus growled._

_"I was never trying to run away from you, Optimus Prime! I was trying to run towards a new future- a new hope! For my Decepticons...and you...you've ruined that!"_

_"Like I care!"_

_The two readied their arm-weapons. Megatron's sword, which appeared from the spout of Rumbler, and Optimus Prime's glowing Energon Axe, which enveloped his hand. Their blades clanged and smacked against each other, neither leader ever really gaining the upper hand._

_Suddenly there was an intense rumbling throughout both ships, and everyone heard a very loud deep whir._

_Megatron's jaw dropped when he realized what it was, having underestimated Optimus' intelligence- he knew Prime could be stupid, but he never thought he could that stupid._

_"Optimus...tell me you let your engineers finish the warp engine on your ship."_

_"**Of course I-wait, no, no I didn't.**"_

_"YOU IDIOT!" Megatron screamed. "Do you realize what you've done!? You've guaranteed us a way-one ticket to who-knows-where, and we might not even survive! I hope you're proud of yourself for dooming us all!"_

_"**A little bit, actually. If we're all doomed, I at least prefer to the be one who did the dooming.**"_

_"Daaaa!" Megatron snarled at Optimus callousness._

_Before the fight could make any headway, there was a blinding white flash through the ship that could've easily been mistaken for a shooting star to an unknowing observing. As a result of the jittery, unstable warp, everyone suddenly found themselves flying over a dark, grassy woodland._

_"Look! Organic matter!" A Scrounge said. "Wherever we have warped to possesses plant life!"_

_The poor drone was oblivious to the fact that no one cared about what it had to say._

_The ship rocketed downward at a tilt, eventually crashing into a mountain so hard everyone onboard was knocked offline, into cold stasis... none of them knew how long it would be before they would wake up. And even less of them knew it would only be a solar cycle before Megatron was reenergized by Twilight Sparkle's powerful magic._

* * *

Megatron curled his knuckles against his chin, deep in thought. He heard footsteps clinking, and turned to see Chrysalis approaching with a white pony he hadn't seen before. He was a strange one, with a curved blue horn and metal plating on him.

"Tell me you've got some good news?" Megatron requested, not expecting his demands to actually be met.

"Yes, actually." Chrysalis answered. "We have returned Diamond Tiara to her mother, and fed off the resulting positive energies. As a result, we were able to combine our powers and dispel the curse placed on him by Celestia, restoring Prince Sombra to his original pony body."

Megatron chortled. "That is good news." He looked away.

"I feed off emotions, Megatron." Chrysalis reminded him. "So don't try to hard yours from me. It doesn't work. What has you so sad?"

Megatron signed. "I was hoping to find a new future for the Decepticon race...but it seems I've only brought the end of the ponies'. And Twilight Sparkle..she rescued Optimus Prime solely so she could get her revenge. I just- I don't understand how anyone can BE so cold as to let Optimus' tyranny loose on the world!"

Chrysalis, at a loss of what to do, turned towards Sombra. "Do you have anything you could say to him, Prince Sombra?"

"Just one thing." Sombra answered. "Always remember the bully principle."

"Bully principle?" Megatron raised a browplate.

"Sometimes, when ponies hurt others, it's only because they have already been hurt on the inside." Sombra said with all the mysticism to be expected of a 1000-year old pony.

Megatron chuckled. "Heh...you remind me of my old teacher. The Fallen..."

"Oh? Is this Fallen somewhere amongst your damaged Decepticons?" Chrysalis asked, looking around to see if she could spot The Fallen's body amongst them.

"No...I don't know where he is."

"Oh...I see."

"I'm sure, wherever he is, he's proud of you now." Sombra said encouragingly.

"Duly noted, Prince Sombra."

* * *

Miles away, Side Swipe was driving...straight into a graveyard. He found himself waylaid by the cemetery gate. Irritated, but still mindful of his due to the dead, he transformed and stepped over the fence. (As opposed to running the gate down like he wanted to.)

"Now, if I was...where my owner bury me?" Side Swipe wondered to himself quietly, looking around the graves. He saw one that was rather conspicous, having no headstone. Just a stick stuck in the ground with a piece of paper taped to it.

"Ah-ha! That seems like a good start..."

Side Swipe carefully made his way through the graveyard over to it, and once in arms reach, plunged his hand into the earth, the Cybertronian metals allowing him direct access into the ground – and the grave's contents.

"All right then...Let's see whether or not you're in mint condition..." Side Swipe muttered, jerking his hand out of the dirt.

* * *

Back in Canterlot, Cadenza and Shining were hiding behind a terrance that yet to be destroyed. They were both well aware that could change at any moment.

"Blasted Autobots!" Shining exclaimed. "I'll write a letter for help to one of our allies. I'm sure the-"

"No, no." Cadenza told him, waving her hoof. "I hate to say it, but we need Megatron and his Decepticons. They're the only ones who stand a chance."

An explosion was heard from the other side of the Terrance.

"Yee-haw! It done blowed up real good!" Goldbug whooped.

"Listening to your grammatical butchering, Goldbug, taxes even the endless patience of I, Grimlock." Grimlock retorted.

"Oi! Would youse two's pipe down? Prime's told us to destroy the city, so keep destroyin'!" Rodimus barked at them. "An' 'fore I forgit, Goldbug, youse got 22 points from that building."

"Sweet! How far in the lead am I?"

"Above the doc, but behind Prime."

"Well, of course I'm behind Prime..." Goldbug mumbled.

"Not fer long, though." Rodimus said to himself quietly enough for them to not hear, gazing at Optimus Prime's direction suspiciously. "Soon, you'll be behind me, capiche?"

Cadenza took a risk and poked her head out to see just how bad the destruction had gotten. Her beloved city, in flames. The pony she thought she could control, either directly or through her brother, going entirely on her own agenda, fueled by a need for revenge. She sighed, and decided to sing to herself to softly. Twilight also decided to sing in light of her triumph.

* * *

THIS NIGHT

Princess Cadenza:

This night has been just dreadful

The kind of night I've dreaded for so very long

Instead of my slaves / going out to celebrate,

They've all been left to their fate!

Twilight Sparkle:

This night has been wonderful!

The kind of night I've always dreamed/would be mine!

This is really how you show

a girl a good tiiiime!

Princess Cadenza:

I couldn't care less

About this mess.

From this, I want to know

What I can take and not let go

But though my heart has no room

I can still see my certain doom...

Twilight Sparkle:

This time, the hour has come too late!

No way for anypony to save the day!

I'd be lying I said

That I don't want to hear them

Screaming,

And abuse them!

I don't care if they're all DEEAD!

For this has been in the making far too long

To avenge myself against those who did me wrong

Come in, little filly, and listen to /my siren song...

Princess Cadenza:

I can't believe this moment has arrived...

For us to so lucky to survive...

Twilight Sparkle:

Oh, this feels so great!

Everypony will know their mistake!

Canterlot shall be-!

Princess Cadenza

Unnnndermiiined! ...*sob*

* * *

Twilight threw a spell in a random direction, creating an equally random explosion somewhere in that direction.

"This mayhem of yours, Oppie...it's so beautiful!"

"**Ours, Twiley**." Optimus corrected her, firing and tearing apart some yet another unfortunate rooftop. "**This mayhem of ours.**"

* * *

At the Decepticon ship, Starscream was performing a rudimentary check-up on Megatron before clearing him for action.

"Elbow swivel...working. Follow the light...excellent!" Starscream clicked the button on the flashlight he had been using. "Megatron, you are cleared for duty."

"Great." Megatron grumbled, rolling aside and resting his hands under his head like a grumpy child.

"...You do realize this means we can go back to Canterlot and stop the Autobots now, don't you, sir?"

"What's the point?" Megatron huffed. "We engage the Autobots. Optimus and I are locked into a ragin duel that destroys everything around us. I beat Optimus, but it's an empty victory because the ponies will have to rebuild."

"Oh my..." Starscream whimpered at Megatron's unusual pessimism. He didn't know it, but Twilight's taunting had got to him. Her relationship with Optimus seemed so...natural. A match made by Primus (Or more likely Unicron, but whatever.) And what exactly did he have to counter it with? Absolutely nothing!

"Megatron!" Chrysalis' normally soft voice hissed like boiling acid. "I can't believe how selfish you're being! And here I thought you were an excellent leader!"

Megatron's face twitched at the jab about his leadership. "I'm no leader..." He rolled over to the other side of the bed to face the Princess. "And is not wanting to fight a hopeless battle really that selfish?"

"Yes!"

That made Megatron jump. He wasn't expecting such a brunt answer.

"You and your Decepticons are not the only ones with a stake in this!" Chrysalis screamed. "Do you think I sought you out just so that I could further my own power? So that I enhance my position in society? NO!"

Chrysalis stomped her hoof.

"I sought you...because with your power, the ponies of Canterlot- of ALL EQUESTRIA-could be freed from Cadenza's tyranny. You could oust her and Shining Armor! You could make all the ponies in the land happy, and make my kind happy at all once, if you would just fight! Instead, you want to just lie there and sulk like a foal who didn't get his cookie! Well, if that's what you want, then fine. I'll be leaving, then."

Chrysalis started trotting towards the exit, much to Sombra's and Cliffjumper's dismay.

Megatron looked downwards at the floor, then turned to his hands in shame.

"Optimus Prime has Twilight Sparkle's magic serving as his guard." Megatron reminded them. "What do I have to counter that with, Chrysalis!?"

Chrysalis stopped, stood still, and turned back to face Megatron lovely sparkles flying from her mane as she did so.

"You have me."

"And me!" Sombra interjected.

"And us!" A Changeling buzzed. Several of his companions joined him. "Yeah, yeah, us! Have us! You have us, yeah!"

Megatron turned away. It was so flattering that they would offer him their hooves and horns in his service, and after what he was saying, he felt he didn't deserve it. "I..."

"Remember, Megatron." Starscream said, gesturing to himself. "I will stand by you always."

"Friends til the end, Mega-dude!"

"When I first came here, I couldn't see any similarities between you and my unverse's Optimus Prime." Cliffjumper spoke up. "But the longer I stayed, the more of them I saw, and this isn't a new thing to me. See, there's this thing about my Optimus … he never stops fighting for what's right."

Cliffjumper walked over to the bed and put a hand on Megatron's shoulder, smiling a reassuricn, confident smile.

"But sometimes, he needs a little help to keep him going."

Side Swipe walked into the building. "Hey, everyone. "

"Side Swipe! Where ya been, dude?"

"That's not important. What's going on?"

Megatron looked across the room. Across all the smiling faces that were trying to encourage to soldier on- to keep pressing, to keep fighting. At all the ponies (or pony-like creatures) and bots who were still standing by him, despite his moment of weakness.

Megatron jumped off his slab and stood up, his blue optics shimmering with determination. His Decepticon brand somehow lit up of its own accord as he felt a burning need within to deliver justice.

"I realize, I've said this once today already, but..."

Megatron pointed Rumbler proudly at the exit.

"DECEPTICONS! TRANSFORM AND RISE UP!"

All throughout the Nemesis, cheers erupted and whoops echoed at the sight of Megatron getting his confidence back.

* * *

"You know, I have to admit, Oppie, we make a great team." Twilight complimented, seductively nuzzling Optimus' heel strut.

"**We do, don't we?**"

"Just think about it...with my dreams, and your power, nothing could stop our partnership!"

"**Hahaha! No! Nothing would!**"

"That's not creepy..." Chrysalis commented, hiding behind some rubble, observing Optimus' and Twilight's dance.

"I think it's cute!" Sombra argued. "Two ponies, in love, not caring what polite society will do to separate them, or even that their bodies are totally different..."

"Yeeeah...or, it could be since they're already murderous sociopaths with no regard for society, they have no problems adding 'inter-species romaine' to their list of taboos."

Sombra humphed. "Well, pardon me if I'm a romantic!"

Chrysalis signed. "Sombra, what I am going to do with you? Oh! Quiet! I think Megatron's here!"

Chrysalis was not the only who noticed.

"Hey...hey!" Goldbug shouted. "The Decepticons are coming back!"

"Gluttons for punishment, eh wot?" Grimlock suggested.

"I'm gonna shoot them down, and then Optimus will see- YOU'LL ALL SEE- how much I'm worth to this team. Nyahahaha! Nyahaha!" Goldbug began blasting wildly, trying to get a good shot in any of the Decepticon jets.

Megatron wasted no time and went straight for his target. Swooping around like some vast, predatory bird, Megatron flew in behind Optimus and rammed him good, sending him flying.

"Grruuaargh!" Optimus exclaimed. Megatron transformed and stood a few feet away.

**"I'm surprised you're back, given what happened last time...you bucketheaded pest!**"

"Here, Optimus Prime!" Megatron shouted, engaging into a speech- as heroes are wont to do. "Right here, on this very day, on this VERY WORLD!... Your tyranny... ends..._ here._"

"**We'll see about that!**"

Optimus fired his shotgun. Megatron, not willing to let this be a repeat of last time, fired Rumbler and hit the shot mid-air, causing an explosion that was too far away from either of them to do anything for them.

"Go!" Twilight commanded her friends. "Destroy them!"

Her five friends nodded affirmatively, then galloped off towards the Decepticons' organic allies. None of them noticed Pinkie completely disappear when they crossed a bridge.

"All right, Fluttershy!" Cliffjumper shouted. "Don't think I've forgotten that trick you pulled on me last time!"

"What last time?" Fluttershy asked cutely, making hers eyes as big and pleading as possibly.

"Ho-hoo! Not fallin' for that again! Also, I did a little research, and I think I know how to deal with you now..." Cliffjumpered balled his hand into a fist and threw something.

Fluttershy laughed. "Oh, haha! Deal with me...nopony deals with me."

A stuffed mouse with sewn buttons landed in front of Fluttershy. The blue pegasus screamed and ran away. Rainbow Dash shook her head.

"You may have dealt with Fluttershy appropriately, but I assure you will be much harder pressed to deal with me!"

"Oh, I'm sure." Cliffjumper said mockingly. "But before we start, can I ask you a question?"

"You may, though don't expect an answer."

"All right, thanks. Now...if a tree falls in the woods, and nopony's around to hear it, does it make a sound, Rainbow Dash?"

Rainbow Dash raised her hoof to answer, but put it on her chin, locked in thought.

"Would y'all hold still!?" Rarity screamed at Sombra as the Prince deftly avoided all her attacks by skillful dancing.

"Mmm...no!" Sombra remarked, spinning into a twirl on his hind hooves, causing Rarity's next lunge to miss.

Applejack's attempt to subdue Chrysalis was so pathicate it wasn't even worth describing. But let's do it anyway. She talked and talked and boasted about how she was the prettiest mare in Ponyville, and all the stallions would cry if they knew something had happened to the mare of their dreams!

Chrysalis decked her and took her out with one punch, uncaring of any overly sensitive, weak to flirting stallions.

* * *

Megatron and Optimus had lunged forward at each other and engaged in a grapple. (Yet another mark of an Optimus/Megatron duel.) They struggled for awhile, but Megatron ultimately claimed the upper hand when he belted Optimus' in the rib, and lifted the Autobot leader up and hurled him across the street. Optimus tumbled and collapsed, but Megatron knew he wouldn't stay down for long.

"Oh, good!" Cadenza and Shining Armor came running out of their hiding place to greet their saviour. "You came back! Get rid of these Autobots..."

Cadenza snuggled up to Megatron's leg. "And I might just be able to see about giving you a royal pardon."

Megatron squinted at her. He raised Rumbler at the married couple.

"Here's my 'pardon'!"

To a horrified Cadenza's shock, Megatron fired, blasting a huge, smoking crater into where the ponies once stood.

"Justice!" Megatron declared with confidence and absolutely no doubt in his mind. He turned his attention back to Optimus, who by now had gotten back to his feet.

Megatron transformed into his jet-mode and rammed Optimus again. Learning from how this manever failed the last two times, Megatron made sure to angle himself upwards, pushing Optimus into the air with nothing to ground him. They started flying away from Canterlot.

"**Errraaah!**" Optimus wailed and beat at Megatron, trying to make the Decepticon drop him. When his fist proved to be of little merit, Prime whipped out his shotgun and fired right into Megatron's turbine.

An explosion ensued, causing both leaders to fall the ground. They landed on a huge steel bridge meant for traveling ponies to cross over the harsh running water below.

Both Megatron and Optimus struggled to push themselves up out of the crater they made, but they staggered to their feet and stared the other down.

"**Who are you to defy me, Meagtron? Hear this! I shall stand...the rest shall fall.**"

They drew their respective melee weapons and charged, striking at the other with such force that blinding sparkles flew out, keeping any on-looker from knowing who was winning the match.

"You're old, Optimus Prime! Yesterday's model! Ready for the scrap heap!"

"**We'll see who's ready for the scrap heap!**"

"Junk! That's what you are, junk!"

"**Silence!**"

Optimus drew back from Megatron, but this was only a ruse so Prime could get a cheap shot in with his ax. The dirty tactic sent Megatron stumbling, but before he could counter-attack, Prime clocked him in the jaw.

"**You fight for the weak!**"

Optimus struck Megatron again, sending Megatron flying off his feet.

"**That is why _you lose!_**"

Optimus brought his ax crashing down, but Megatron rolled away just in time.

Chrysalis came running up to the edge of the bridge and saw the weakened Decepticon. The first thing that went through her mind was how she could possibly help.

"Optimus!" Chrysalis shouted. "Time-out?"

"**Time-out? Time-out!?...Very well. A little distraction won't keep me from destroying you, Megatron. Go. Have some last words with your pink abomination friend**."

Megatron shot Optimus a dirty glare. He crawled across the bridge towards Chrysalis, grunting.

"Megatron, what are you doing!? I don't want to use harsh language, but...Optimus is thrashing you!"

Megatron groaned. "I can't help it, Chrysalis. He's too strong."

"Too sto...are you kidding me? There are Decepticons, there are ponies, who are counting on you to beat this guy! Are you going to let them!?"

"...Yes?"

Chrysalis went and slapped Megatron's chin. "Wrong answer! You're going to get up, get back out there, and give that truck of a monster what-for! Do you understand me!?"

Megatron stared blankly before answering with a salute. "Yes, ma'am!"

"Good! Now get out there and lay it on him!"

Megatron shakily got to his feet, fighting spirit renewed by Chrysalis for the second time today. He turned around and walked back on the bridge.

"**Tell me the time-out is over. I'm starting to get bored.**"

"Yes, Prime...the time-out is over."

"**Excellent!**"

Optimus raised his ax.

"**Prepare to die!**"

Optimus charged forward, blade held high with the intent to decapicate. Megatron watched him approach, everything around him slowing down to bullet time in his wounded state. He took this time to reflect on how he got here, on why he was standing where he was now...

_I'm sorry, Starscream, but there aren't any ways we can salvage this._

_Lord Megatron, the best leader we could have asked for._

_You know what you are, Megsy-dear? You're an obstacle._

_Never try to tackle a task too big for you head-on._

_Sometimes we have to leave the things we love behind._

_There are ponies counting on you! _

_You think you're the only one with a stake in this?_

Optimus had nearly closed the distance between them, when Megatron, shoulder slumped, suddenly raised his sword, blocking Optimus' ax from striking it's final blow.

"Wha-!?"

"You asked who I am to defy you, Optimus Prime? Well, I'll you...I am the vindicator. I am the Arbiter. I am Command-...no. I...AM..._LORD **MEEEEEGAAATROOOON!**_"

Megatron threw Optimus' ax off him and then punched Optimus Prime's jaw with such force and power the Autobot's faceplate came flying off, revealing the smooth mouth underneath it.

"Huh!" Megatron scoffed. "And here I though you wore that thing to hide your pretty face from the world."

"**What are you-**" Optimus felt his mouth with his hand, suddenly feeling the missing presence from it. He gasped, and, enraged by what Megatron had done, charged at him, black rings of insanity glowing in his yellow optics.

Megatron raised Rumbler and fired point-blank at Optimus' chest, causing smoke to fly from Prime's chest and his chest-windows to shatter. Before Optimus had a chance to recover, Megatron charged forward and gripped the linings of his window. Megatron used his grip to lift Optimus over his shoulder and throw him hard into the dirt. Er, pavement.

Megatron jumped into the air, using the rockets in his feet to propel himself. Sword raised, Megatron crash-stomped right into Optimus, causing even more pieces of debris and shrapnel to fly from the increasingly battered Autobot's body.

Seeing Optimus so broken down and defeated, Megatron decided it was finally time to end this game. He picked up Optimus up, mockingly cradling him in his arms, and began to ascend upwards with his jet-boots.

* * *

_Daa-deerr-dan-dan-deeeeruuuuno-_

_Da-dan-dan-dan-dan_

You've got the Touch!

You've got the Power!

_(You've got the Pooow-eeer!)_

You've got the Touch!

You got the Poooow-eeerrr!

You're at best when the going gets tough,

You've been put to the test, but it's never enough!

_(You've got the Pooower!)_

You've got the Touch!

_...YEEEEEEEAH!_

* * *

Applejack recovered and noticed the sight of Megatron ascending. "Twilight, darling, look!"

"What!?" Twilight demanded. Her anger faded quickly when she saw her Oppie carried in Megatron's arm.

Optimus grunted and looked around. His jaw dropped, mortified, when he saw that he was several feet above ground. He looked up to Megatron.

"Take a note, Optimus Prime;...I rise...you fall."

Megatron dropped him, letting him fall. The Decepticon Lord prepared the weapons in his backpack and the hidden lasers in his wing. He aimed all these and Rumbler downwards at Optimus Prime and fired. Beams of green, red, and blue light flew downwards and cut through Optimus Prime's body, wrecking the grill on his chest, cutting his arm off, and blasting away his kneepads.

Optimus Prime's wrecked, smoking form fell into the river below. Megatron gently floated himself onto the edge of the bridge, more genre-savy than to just walk away assuming Prime was dead.

Lo and behold, Optimus burst back out of the water, hand clenched to grasp at a support that wasn't there. He gritted his teeth, determined not to give up the ghost...but his hateful yellow optics fizzled out, losing their life, and his still form fell back into the water.

Megatron, seeing his hated foe finally downed once and for all, pumped his fist in the air in triumph. After he had his little moment, he turned to the other part of the bridge.

Where Prime's faceplate lay.

Megatron walked over to it and knelt down to pick it up. Once it was in his hand, he jetted back up and flew towards Canterlot, where the battle had yet to calm down.

"Rainbow Dash?" Applejack questioned, running up to her still-friend. "Don't tell me you're still stuck on that tree in the woods question."

"Silence!" Rainbow Dash snapped. "I am calculating the mysteries of the universe in ways your feeble Earth pony mind could not even being to comprehend!"

Applejack scuffed a hoof. "So..."

Rainbow Dash stomped a hoof. "Yes, I'm still stuck on the tree question!"

"AUTOBOTS!"

Twilight's circle of friends and the Autobots looked up to see Megatron descending like a righteous spirit of wrath.

"Behold, what's become of your Prime!"

Megatron tossed the faceplate into the ground, where everypony took a moment to look at it and take in what it was.

"What the?"

"Is that..?"

Twilight was particularly crushed. The devastation in her voice was audible as she squeaked "O-Oppie?"

Rodimus looked up to Megatron. Megatron looked back with an intensity that knocked Rodimus' courage right out of him.

"Eh...Autobots! Wut say we cut our losses and run fer it?"

"Now, hold on, dear fellow." Grimlock objected. "I, Grimlock, must protest. What makes you the leader?"

"Ya wanna find out?" Rodimus snarled, brandishing his gun.

"I, Grimlock, do want to find out...but wot say we retreat, then discuss who makes a better leader?"

"Sounds good to me!"

The Autobots, barring Grimlock, transformed and drove away. The Ponies followed suit, but Twilight hesitated.

"Oppie..." Twilight kissed her hoof and placed it on the faceplate, rubbing it tenderly. She looked up at Megatron, who glared back before turning and tromping away.

"Hey, Twilight Sparkle!" Side Swipe shouted when all the other Decepticons attention were elsewhere. "I got something for ya..."

He tossed something towards her.

"Smarty Pants!" Twilight exclaimed with glee.

"Yeah..." Side Swipe muttered. "I...overhead you earlier. I lost my best friend once, too. So...since I could, I fixed up yours."

"Thank you so much..." Twilight said, nuzzling Smarty Pants with tears in her eyes. She galloped away , off into the dark...

Cliffjumper smiled. "That was a real sweet thing you did."

"Yeah...you tell anyone about this, Cliff, and..."

Cliffjumper raised his hands up in surrender. "My lips are sealed."

* * *

With the Autobots on the run, the Decepticons, with Chrysalis' and Sombra's help, proceeded to get their affairs in order. Ponies all around were, as Chrysalis predictated, much happier without Cadenza bossing them around. The resulting postive energies gave the Changeling enough power in their magic to reactivate every Decepticon deactivated in the Nemesis. Then they gathered up all the deactivated Autobots and threw them in a cell.

The ponies of Canterlot started celebrating the Decepticons' victory in a variety of ways. The Decepticons were forced into dancing with the populace by Chrysalis. Their objections were well-founded, as except for Soundwave and Cliffjumper, the scientific, logical, mathematical Decepticons all proved to be _terrible_ dancers.

Cadenza and Shining Armor were grudgling patched up and put into wheelchairs, In the commotion of the celebration, nopony noticed two enterprising ponies wheel said chairs right off the edge of the Canterlot mountain, sending the two into a crash.

"Aaaaargh!" Shining swore once he had recovered from the unexpected trip. "We'll get those Decepticons back for this, honey! I swear! I-honey?"

Shining noticed his wife whimpering.

"Not...not now, Shining." Cadenza whimpered. She turned around, showing a very, very, very forced grin and black and white circles in her eyes.

"Celestia's talking to me..."

"Oh my..." Shining could only wince and whine comfortingly at his wife, having no idea of the true depth of mental suffering. Only knowing that any experience with Celestia could not be a happy one.

However, this all went unnoticed by the residents at the mountaintop.

Once the sky had darkened enough for one to be visible, a pony fired a custom firework into the air, which formed the Decepticon logo as the ponies of Canterlot celebrated their new defenders.

* * *

**Author's Notes for "Transform and Rise Up! (Part 3)**

**Pop References: "How appropriate! You fight like mooncalf!" Double-reference here. The line itself comes from "The Secret of Monkey Island" game series, but it's 'cow' there. It's 'mooncalf' as a refernece to a quote on the TFWiki of the Omni Productions Dub of the Japanese Headmasters cartoon where Galvatron calls his men 'mooncalves'!. I shouldn't even have to explain the Furmanism. Cliffjumper's and Soundwave's exchange of "Where do you keep that thing anyways?" "None of your (expletive) business." is from Sam and Max (Don't get them confused!) Freelance Police, which was used as a gag at a MST/TF crossover thingie at Botcon by the cast for the original episode of "More Then Meets The Eye, Part 1". There's the "I rise, you fall" line from Revenge of The Fallen, and the proceeding "I shall stand" paraphrase of the original exchange in the Transformers animated movie... the "You still fight for the weak" line from the first live-action movie...the junk exchange from the very second episode of the G1 cartoon...  
**

**The 'This Night' is not quite an exact word-for-word total SG 180 of "This Day Aria" but it's good for what it is.**

**Grimlock's first line fittingly mirrors Prowl's first line in the G1 Marvel Comic.  
**

**The version of "The Touch" used here is the remix from the credits of Fall of Cybertron.**

**Cadenza's forced grin is supposed to be disturbing. Like, think Joker Gas levels of forced.**

**In one draft, after Optimus knocked down Megatron on the bridge, Chrysalis would use THE POWER OF LOVE to power Megatron up, and _then_ Megatron would lay the smackdown.**

**There was also supposed to be a song of Optimus and Twilight singing about their developing creepy relationship. I may put this in an update. I'll keep you readers posted. **

**So, there a few things I wanted to accomplish with this story:**

**Influences of Animated. (As from the chapter titles, which is, of course, the Decepticon version of Transform and Roll Out!...Introduced in Animated, of course.)**

**A variety of pop references. (As there are quite a few in the official SG stories.)**

**The actual _influence_ of this is very minor in the finished product, but the Cybertronians pick up the organic lingo easily. Since usually, the Cybertronians need to spend some time before picking up all the terms and slang of the local species, and since everything is topsy-turvy in the SG universe...**


End file.
